Family Summer Reunion
by princessbinas
Summary: Wacky trips aren't unusual for the Tennyson family, this one however, is beyond wacky. Especially when it involves fruitloops, a cousin with his own secrets, a world that makes Ghostfreak look like a cute kitten, and a ton of other things that the word "wacky" can't describe accurately. Oh and on a side note: Ben should never see if he can beat Amity Park in a weirdness contest.
1. The Arrival

**Binas:** I will not be using Alien Force, Ultimate Alien, nor Omniverse in this fic. I might use some of the names and terms introduced in those series, but no major plot stuff like Kevin becoming good. Kevin becoming good makes absolutely no sense to me since he has more screws loose than the Naruto character Deidara (who is my favorite (I don't consider him a full on villain just a crazy artist who wants to be noticed and a certain charm to his being) if you have seen my recent Naruto stories). I would actually believe Deidara going to the good side over Kevin going to the good side.

On another note, this is after fifth grade and during summer break, hence the story's name. Only Ben's parents know about the Omnitrix (like they do in "Good Bye and Good Riddance", but because Ben couldn't keep his mouth shut and not because of Vilgax showing up).

As for DP, this is prior to Phantom Planet and post D-Stabilized because there's more for me to work with than after and I like Dani.

Now, on wards my fellow readers and fanfic fanatics! To the story we ride!

…

Well that was an awful attempt at making a medieval joke…

{Summer Vacation Note: Illinois (where I think Amity Park is): August 18th to May 26th/ Louisiana (Where one of the many cities named "Bellwood" is located; randomly chose): August 17th to May 27th}

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The school bell rang as kids ranging from four to thirteen years old flooded into the courtyard of Madison Elementary School. Majority of them cheering and chanting with joy of being liberated from the torture methods known as schoolwork, homework, tests, quizzes, and bullies. However, there was one who was a little more excited than the others…

"YES! FREEDOM AT LAST!"

A brunette kid dressed in a white and black shirt and green cargo pants raced through the crowd of kids, knocking some of them over. A laugh came from the culprit before he came to an unexpected stop. The one who stopped the over excited eleven-year-old in his tracks was another elven year old. A female eleven-year-old named Gwen to be more exact. Gwen had short red hair, bright green eyes, a blue cat shirt, and dark blue pants. The look on her face was one of annoyance.

"Ben!" Gwen scolded. "What do you think you are doing?"

"What does it look like to you, dweeb?" Ben asked.

"Other than being a human bulldozer, I honestly don't want to know." Gwen retorted. "Anyways, come on. Grandpa has a surprise for us."

"Is it another taste bud adventure?" Ben asked with a disgusted look. "My tongue is still recovering from the last one!"

"We can only hope it isn't." Gwen said, grimacing at the memories of the gross meals they had last summer.

With that, the two cousins rushed off, praying in their heads that creepy crawly meals weren't in their future. Both were thinking that their taste buds would be brutally murdered if someone denied their wishes and put them in a room full of cricket stir fry or something like that.

Once they found the RV known as the Rust Bucket, the two eleven-year-olds hopped in and greeted their grandpa with open arms. They nearly knocked him over with the force of their hugs.

"Easy you two." Max said with a grin on his face. "Are you guys ready for your surprise?"

"Would we be this excited if we weren't?" Ben asked, returning the grin before it dropped. "That is if it isn't some sort of weird kitchen concoction."

"What he said." Gwen agreed with a pleading look in her eyes.

"It's something a little different." Max said with a twinkle in his eye.

Ben and Gwen gulped. Those words were not reassuring. Both began speculating on what the surprise could be. Some of them were in the realm of possibility like another road trip like last year to ridiculous stuff like being attacked by boxes and/or a face full of mystery meat (which both surprisingly preferred over their grandpa's cooking).

Every time the two tried to ask their grandpa for a hint as to what the surprise was, he kept his lips sealed tight. Heck, even being subtle about it did nothing in their favor. Whatever was planned was going to be a true surprise rather than a spoiled one due to meddling. It made both a slight anxious and excited as to what was to come. At least they now knew weird meals weren't in mind due to having those during the trip. And it was unlikely to be a road trip in the states at this point due to having that last year. On top of that, a road trip in another country was unlikely because none of the roads they took led to an airport or a country border. Whatever the surprise was, it was a mystery, one that Ben and Gwen wanted to solve.

So about two days later in the Rust Bucket, Ben and Gwen decided to lay off the major spoiler stuff and tried to snoop around when Max wasn't looking (or awake) for their answers. They conjured up none at all and quickly learned that their grandpa knew they would go digging for the answer. A few times Ben suggested that he could turn into Stinkfly and scout ahead for any clues. That idea was shot down the same number of times because of the fact it would require them being on the move and Max being unaware of Ben's absence (which was highly unlikely to happen). And no matter what word twisting Ben did, Gwen would untwist the words. By that point, it was decided that it would be best to just wait and see. Ben was more or less a bit reluctant to agree on the fact waiting was the better option, but none of the less went along with it. Most of the reluctance came from the fact of how boring waiting sounded. It sounded worse than the quizzes that school hurdled at him to boot!

One morning, the two cousins woke up and looked out the window. They saw a billboard that read "Amity Park: A Safe Place to Live!" on it in giant letters. Ben scoffed at the sign, knowing that a sign like that was bound to attract a bunch of weirdos. Probably more than what he could ever dream of attracting.

' _And Gwen calls me a weirdness magnet._ ' Ben thought. ' _Let's see what can attract more weirdness while I am here._ '

"Grandpa," Gwen began. "Why are we in Amity Park of all places?"

"You'll see in just a minute." Max said.

"What's so bad about this place?" Ben asked with a sly look. "Afraid that the sign is lying?"

"I already know it is lying, Ben!" Gwen said. "Amity Park is one of the most dangerous cities in the United States! It has high vandalism and destruction rates! Right now they are losing population rather than gaining!"

"What's wrong with a little finger painting and chipping a few bricks by accident?" Ben asked, not even slightly worried.

Gwen pulled up a picture of one of the many roads in Amity Park on her laptop and showed it to Ben. In the picture there were giant craters, bent street lamps, scorch marks, green goop splattered here and there, and boxes strewn all over the place. Ben blinked at the picture, having nothing to use to fire shots right back at Gwen.

"Okay, it's a dangerous place to live." Ben said. "Well this should mean Amity Park won't be boring."

"If we even survive here." Gwen said.

"We will survive! Remember this?" Ben assured and pointed at the Omnitrix that was latched on his left wrist. "Got it around this time last year. Nearly got killed several times because of others wanting it. Ring a bell?"

"Yes, I know you have your watch!" Gwen said. "But what if it times out?"

"Then you cast some little spell from Charmcaster's little spell book." Ben stated bluntly while kicking his feet on top of the table. "Bing bang problem solved!"

Gwen shot an irritated look at Ben, which in turn made the brunette boy flash a smug smile right back. She was losing patience with Ben's button pressing game. And on top of that, his joking attitude about Amity Park was astoundingly stupid in her eyes. Sure, they dealt with other dangerous things like Vilgax and bounty hunters, but unexplained massive destruction of property was another thing all together. Okay, it wasn't on the same level as malicious aliens attacking or another one of Dr. Animo's crazy biology stunts, but it was its own brand of dangerous.

Eventually the Rust Bucket came to a stop. Ben and Gwen quickly dropped their scuffle to look out the window. What they found was some of the worst choices to incorporate into a building design.

"Something tells me that this summer is going to be…" Gwen said looking for words to describe their predicament. "Interesting…"

"What gave it away?" Ben asked. "The butt ugly neon sign or the giant UFO that's about to fall off the roof?"

"Both…" Gwen mumbled as she bowed her head down.

Both children left the Rust Bucket with Max and went to the front door of the bizarre house. Their grandpa knocked on the most normal part of the house, the door.

"Will you tell us when we will get to our surprise is now?" Ben asked.

"We are at your surprise." Max said.

"You've got to be kidding me…" Gwen trailed off as the door opened.

In the door way was a petite brunette woman in a blue HAZMAT suit (that had black gloves, boots, and belt and red goggles). The only thing visible on her entire person was a warm smile.

"Hello Max." the woman said. "It's nice to see you again!"

"Nice to see you too Maddie." Max said.

"I see you brought your grandkids." Maddie said. "They look just like they did in the pictures you sent Jack. Well come on inside, we don't need you guys getting spirited away."

Ben and Gwen shot each other looks of confusion as they entered the house. To their relief the inside was very normal. There was a large purple sofa, plush blue carpeting, lavender wallpaper, a large window behind the sofa, and a large TV mounted on the wall. Behind the TV was a stairway that led upstairs. The wall adjacent to the stairs had an opening that peered into the kitchen and a door way to said place.

"This place looks bigger than it did on the outside." Gwen said. "And surprisingly normal."

"Jack, Max and his grandkids are here!" Maddie called out.

"They're here?!"

Jack was a large man dressed in an orange HAZMAT who came flying out of the kitchen with a few brown crumbs and smudges on his face. He lit up like a Christmas Tree when he saw Max.

"Cousin Maxie!" Jack shouted and hugged Max. "It's so good to see you again!"

"You haven't changed a bit Jack." Max said, returning the hug.

After that was done, Jack grabbed Gwen and Ben and pulled the two into a mammoth hug. Both began to gasp for air as Jack's hug began to restrict their breathing.

"Need… Air!" Ben gasped.

"Sorry." Jack said as he released the two.

Ben began popping his back into place and Gwen rubbed her now sore arms. They quickly noted to be cautious about Jack's bone crushing hugs. They did not need to be hospitalized due to being literally hugged to death. In both of their minds, it would be just embarrassing.

"Well, it was nice seeing you again. Ben, Gwen try to behave yourself." Max said.

"Wait, it sounds like you are leaving." Gwen pointed out.

"I am." Max said sadly.

"What?" Ben complained. "Please don't! Don't leave us alone in this nut house!"

"It wasn't my decision. I really do want to spend this summer with you guys, but you could say that some old plumbing businesses are making a comeback and they requested my help in setting them up." Max said, giving a wink to his grandkids. "Don't worry, I will call you two every night when I get the chance."

Ben and Gwen immediately got the message while Jack and Maddie didn't get any of the hidden messages that Max implied. The Fenton couple automatically assumed that they were talking about actual plumbing rather than alien hunting (in a sense).

"Don't worry, we will keep these two safe." Jack promised as he rested his large, gloved hands on Ben and Gwen's shoulders. "Jack Fenton never lets anyone hurt his family, no matter how distant they are by blood or actual distance!"

"Thanks Jack, I know I can count on you." Max said.

With goodbyes and hugs being gifted to each other (and bringing in Ben and Gwen's extra clothes and Furry Freddy), Max left the house. Only two seconds later, the Tennyson cousins already missed their grandpa. And to top it off, they were assaulted by the topic that the Fentons were infamous for…

"So, what do you two know about ghosts?"

Ben and Gwen stared at Jack, both wondering what brought on that sudden topic. None of the less, one of them decided to answer the question.

"That they can possess you and go through things?" Ben sort of asked, mainly due to his experience with Ghostfreak, who was an Ectonurite.

"That's only the surface, Benny!" Jack said as he pulled him close, making the brunette boy blush in irritated embarrassment. "Now come on, time for you to get a proper lesson in!"

Jack grabbed Ben and Gwen's wrists and was about to take the two towards the kitchen when Maddie stepped in and stopped her husband.

"Jack, maybe we should wait on the ghost lessons." Maddie said. "They did just get here. Let's let them get settled in the guest room and meet Danny. After that you can then ramble on all you want."

Jack pouted a bit and allowed Ben and Gwen to go move about freely (rather than being dragged around by their wrists), but perked up when he was presented with a cookie. Not looking the gift horse in the mouth, Gwen and Ben wasted no time and ran off upstairs with their stuff.

"We should probably look for that guest room now." Gwen suggested.

Gwen, rolling her eyes, walked over to a door an opened it. Behind the door was the bathroom.

"Nice choice, doofus." Ben said with sarcasm lacing his voice and a cheeky grin.

"If you don't shut up you will get the bathtub." Gwen groaned.

Ben blew a raspberry at Gwen as a response to her threat. To him, if anyone was going to sleep in the bathtub, it would be Gwen. So thinking that he'd have better luck than Gwen on his first try, opened a random door. What he got was a yelp and a crashing sound. Gwen couldn't help but snicker at the fact Ben opened the door on a pale, self-conscious, half-naked, black haired teenage boy (who they assumed was Danny). While it was rude, but it did prevent Ben from getting an achievement just so he could rub it in her face.

"Nice choice, mega dweeb." Gwen echoed mockingly.

"Eh hee hee… Shut up, freak." Ben fake laughed.

In the room, the teenage boy was hiding behind a purple bedsheet, trying to hide his half-naked body, and was glaring at the two. Only when he made the "uh hem" sound and gestured to the open door, Ben decided it was a good idea to shut the door and save the teen from further embarrassment. The moment the door clicked shut, Ben raced to another door and opened it to find the guest room, which had a queen sized bed, a large purple rug, a TV, and a desk.

"Yes!" Ben cheered and sped into the room. "I call dibs on the bed!"

"You do realize the bed is big enough for the both of us?" Gwen asked, gesturing to the bed's size.

"And risk getting your cooties?" Ben asked with a disgusted look on his face. "I'd rather think there is no room for you."

"In that case, there is no room for you either." Gwen countered.

"There's always room for me!" Ben retorted.

"Not by your logic!"

Ben ignored that come back and hopped on the bed. Gwen watched him as he kicked off his shoes onto the blanket, unleashing the foul stench that was trapped within them. The red headed eleven-year-old quickly grasped her nose as she looked ready to vomit. Her eyes watered for how putrid Ben's sock not only smelled, but _looked_.

"UGH! Please don't tell me you didn't wash those socks for two weeks straight!" Gwen pleaded as Ben removed his socks.

"Not even close! I haven't washed them in two _months_!" Ben said with an evil look in his eyes as he waved the smelly socks in the air. "You want to know the best part? These are my lucky gym socks!"

The sick look on Gwen's face grew to comical levels. She ran out of the room, wanting escape the horror known as Ben's socks. Ben snickered to himself, knowing that he had an ultimate weapon that he could use at any time he pleased. The socks were no Omnitrix, but they still had a killer punch of their own. With a sly smile, he stuffed the socks under the mattress, thinking they could have a use later. No one would find them there.

Once that was done, he decided to put on a less smelly pair of socks. Hey, even he couldn't stand how foul the ones he stuffed under the mattress were getting. Once the somewhat cleaner socks were on, he put back on his shoes and went to go find his big butt of a cousin.

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Ten minutes had barely gone by when Jack dragged Gwen and Ben through the basement corridor into the place known as the Fenton Ghost Lab. Despite not wanting to have their ears talked off by Jack's ghost ramblings, they did kind of want to see it. And they were not disappointed by its appearance. The ghost lab looked like it popped right out of a sci-fi film/television series. Ben poked several beakers that were full of a strange, eerie, glowing green substance that was begging to be played with.

"This place looks so cool!" Ben shouted, picking up the closest beaker and began mocking a certain crazy guy. "Look at me! I'm a mad scientist! Ready to mutate the entire population and create a new world order! MWHA HA HA!"

Gwen couldn't help but snicker a bit. Ben's impersonation was pretty much a parody that was so bad that it was good. However, when she realized that Ben was holding one of the beakers as part of his impersonation, she became instantly worried.

"Put that back, doofus!" Gwen called out. "That stuff could be dangerous!"

"The only real danger with ectoplasm is the mess it makes when it is not being used. It is practically harmless like this." Jack said, not worried in the slightest as he took the beaker from Ben and put it back on the counter. "Trust me, I have spilled a few of these suckers myself. And now that I think of it, I might have done something else with it… Oh well, not like it matters now."

' _Why do I have a feeling we probably don't want to know?_ ' Ben thought sarcastically, getting a good idea of what could have possibly happened.

Before anyone could blink, Jack whipped out what looked like a high-tech gun and aimed it behind the Tennyson Cousins. The determined look taking place of the goofy look that was there a mere seconds ago was unsettling.

"GHOST!"


	2. Egos Clash

**Binas:** I am sorry if I got Max's character wrong last chapter. The awesome guys are always hard for me to get right, no matter how many times I watch them in action.

Now the reason why the Plumbers are being _considered_ about being brought back in this story is because of the Omnitrix's presence. With aliens from all over the universe wanting that watch, they are bound to cause mayhem everywhere, especially if they suck at tracking. So essentially, it is because there are more aliens around like the time before Max creamed Vilgax in his Plumber days.

Note: Jack and Max are second cousins just for clarification. That makes Ben & Gwen and Danny & Jazz fourth cousins.

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"GHOST!" Jack bellowed and pushed Ben and Gwen back. "GET BEHIND ME KIDS!"

The ghost that intruded the area did not look like Ghostfreak (which was a big relief). Instead it looked like a blue, chubby mover with black hair, red eyes, and a pair of hideous overalls. The dead serious look in his eyes sent shivers down Gwen's spine as it was literally cold. What came next was completely out of the realm of expectation.

"BEWARE FOR I, THE BOX GHOST, IS HERE TO TERRIFY THE HUMAN RACE WITH MY AWESOME POWER!" the ghost bellowed as he gave a "menacing" smile. "NOW TREMBLE BEFORE MY WRATH!"

Ben tried really hard to keep a straight face as little snickers tried to force their way through. Gwen on the other hand was giving a "really" look at the poor excuse of a ghost.

"YOU FOOLISH HUMAN!" the Box Ghost shouted. "HOW DARE YOU LAUGH AT THE ALL POWERFUL AND TERRIFYING BOX GHOST?!"

" _You_? Terrifying?" Ben asked. "I have met _OLD PEOPLE_ who are scarier than you!"

"Ben!" Gwen scolded.

"What? It's true." Ben justified.

Jack pulled the trigger on the gun and out came a beam that looked exactly like the ectoplasm that was in the beakers. Needless to say, they now knew what Jack meant by it being harmless when it was in a beaker. The beam, while it missed its intended target, left a scorch mark on the wall behind the Box Ghost. The Box Ghost barked a laugh, feeling high and mighty from Jack's poor aim.

"YOUR WEAK LITTLE WEAPON CANNOT HARM THE BOX GHOST!" the Box Ghost shouted with a nasty smile on his face.

Ben groaned. The first time it was funny, the second time it was worth only a chuckle, and now it was just annoying. The constant screeching that came pouring out of the Box Ghost's mouth was ear grating now. His hand began levitating towards the Omnitrix, ready to dial up Four Arms just to give the annoying menace a beating. Gwen grabbed the wrist without the Omnitrix and shook her head, reminding him that Jack was in the room. And the room they were in was a lab. It didn't take a rocket scientist to put two and two together, even if Jack appeared to be only interested in ghosts. Ben groaned, hating it when Gwen was right.

While the Box Ghost was distracted, Jack managed to get a stable shot in, grazing his shoulder. Boxy's hand shot up to the injured area and glared at Jack. With his free hand, he began telekinetically lifting all the boxes in the room. With one swing of his arm, all the boxes began bulleting at Jack, Ben, and Gwen. The three of them dodged the incoming projectiles and any and all contents that sprayed out of them.

"Sheesh! This guy would be paste if I was allowed to go alien on him!" Ben muttered to himself as a box full of broken junk sailed past him.

Suddenly, there were no more boxes being thrown around. There was only a yelp that was followed by silence. Ben and Gwen looked around, searching for signs of the Box Ghost being there. All that was there was a large mess and an angry Jack.

"Darn that Ghost Kid!" Jack fumed.

"Ghost kid?" Gwen asked. "I didn't see one."

"He was invisible, that's why." Jack said. "That punk and his false heroics! Wait until I get my hands on him and dissect him molecule by molecule! Nobody makes a fool out of Jack Fenton and gets away with it!"

' _How are we related to this ham again?_ ' Ben thought.

Ben, for once actually being considerate, left the lab to give Jack some space. Not only that, he was quite curious about the city he was going to be staying at for the summer. He wondered what other things were in Amity Park if there was a house with its own sci-fi-supernatural themed lab. He would take Gwen with him, but he was pretty sure she would shoot down his idea for going exploring his way.

He quickly went upstairs and grabbed a small satchel. He opened it to find the second hoverboard that Tetrax gave him. With a smile he slung the bag around his torso and went down stairs. On the way down the stairs, Maddie spotted him.

"What are you doing?" Maddie asked.

"Just going to explore the town." Ben said simply.

"Make sure you are back before 10 o'clock PM." Maddie stated. "While you are here, that will be your curfew."

Ben rolled his eyes. Like some curfew was going to stop him. It didn't stop him back at home (much to his parent's annoyance), so what was the difference here? He strolled out the door and took out the hoverboard. He hopped onto it, and sped off, making sure to keep the board at a believable height and speed (regular skateboard standards). He didn't want people to be jealous of him just yet.

The wielder of the Omnitrix cruised down the side of the road, occasionally striking a pose in a window. Just for some kicks and giggles, he did a stunt nobody could ever do unless they had a hoverboard. That stunt was grinding the lower portion of a wall. One of the most obvious things he could do without attracting attention of an entire city. And to his surprise, the very few people who were passing him at the time didn't even bat an eyelid.

"Man, these guys act like hoverboards aren't something new!" Ben muttered to himself. "I mean, come on! These things haven't been invented here on Earth yet!"

Despite that fact, Ben kept on going on his hoverboard. A bunch of the businesses here were ones he had never seen before like Elmer's Pharmacy and Axion Labs. The latter had a really cool and awesome looking exterior with the electric sky blue paint contrasting the gray steel architectural shell.

After about an hour or two of cruising around the streets, Ben found himself starting to feel a bit bored out of his mind. To ease his growing need for something else to do for the time being, he headed towards the Amity Park's only park. Once he arrived at the spacious plant haven, he took a seat at a bench and began fiddling with the Omnitrix, trying to unlock the Master Control for the umpteenth time. If he did it once, he could do it again and remember it this time.

"Cool watch!"

Ben jumped slightly at the voice. He quickly turned his head to come face to face with an African American boy who was about four years older than him. The new arrival was wearing a yellow sweater (odd choice for the summer, but Ben did not care), tan khakis, thick rimmed glasses, a red beret, and combat boots.

"Uh, thanks." Ben said and went back to fiddling with the piece of alien biotech latched on his wrist.

"The name's Tucker Foley." The boy said. "What's yours? And you have got to tell me where you got that sweet piece of technology!"

"My name is Ben." Ben said looking up and smiled a bit. "Got this baby as a present from a friend."

"Man, you are so lucky!" Tucker said and leaned on the back of the bench, arms crossed over the edge. "So tell me, what's your friend like? Is she single?"

Ben knew what Tucker was thinking from those last two sentences and promptly blanched. Tucker and Azmuth like that was not a pleasant image. The unholy thought Tucker had put into his brain was now cauterized in and was never going to leave. Just hearing those words come from the obvious techno-geek made Ben want to vomit.

"Dude, that's gross! My friend is a _guy_ and way older than me!" Ben said in a mortified tone.

' _Not to mention, I don't see how that kind of relationship is even possible…_ ' Ben thought.

However, that did not sour the reaction that Tucker gave. His reaction was just as mortified as Ben's was. It was priceless to say at the least.

"Okay, I take it back!" Tucker said hastily, realizing his faux pas. "I don't swing that way! Nope! You didn't hear me attempt getting to know your friend better!"

A long, pregnant pause hung over the two boys. During it, Ben went back to fiddling with his Omnitrix. Tucker watched intensely, practically drooling over the weirdness magnet slash Clingy MacGuffin. It was Ben's first day here and he just earned one point in his little personal, secret bet. Well, the town also got two points earlier with the whole Box Ghost fiasco and Jack Fenton, so it was one to two.

"So what can that watch do?" Tucker asked.

"What do you think?" Ben retorted.

"I don't know, control other forms of technology, make anything awesome, work similar to a cellphone, something like that." Tucker said.

Ben quirked an eyebrow in confusion. The question he had countered with was rhetorical. Couldn't Tucker see that an answer wasn't exactly needed, especially the one the techno-geek gave him.

"Why do you say that?" Ben asked.

"My friend, Sam, has a toaster that can fly." Tucker said. "It's from Denmark."

A flying toaster… Ben had seen and heard some weird things ever since he got the Omnitrix, but never had he heard of a flying toaster. Humanity at this point probably had what would be needed for making a hoverboard, but they wasted it on a toaster. Ben could only sweat drop at that thought.

' _Who the heck want's a flying toaster?!_ ' Ben thought. ' _Wouldn't that make getting toast a LITTLE bit difficult?_ '

Weirdness:

Amity Park: 3

Ben: 1

Ben began to sulk. He was losing his own personal bet on his first day. How was he suppose to compete against a toaster that could fly?! A _TOASTER_! OF _ALL_ THINGS! The thought of being beaten by a toaster was a very embarrassing one. At this point, he was wishing the weird stuff that happened last year would start happening again. This included the insane Dr. Animo rearing his ugly face in once more. The wielder of the Omnitrix wanted to show this town who was the king of weirdness was.

"You okay, little dude?" Tucker asked.

"I am." Ben lied. "Just a bit homesick."

Ben waited to for Tucker to see through his lie just to find out that the older boy was satisfied with the answer given. The eleven-year-old sighed a breath of relief. That was a little too close.

Tucker pulled out what seemed to be a PDA. A high tech looking one at that. After a few moments, he put the PDA in his pocket and gave a smile to Ben.

"Say, want to come meet my friends?" Tucker asked.

"Okay." Ben said.

Ben got up from the bench and followed Tucker. About thirty feet from where Ben messed with the Omnitrix was a red and white checkered blanket. On the blanket was a fancy, tan picnic basket filled with veggie sandwiches, fruits, and plain veggies and two people. A girl with black hair in a half ponytail and the guy he had accidentally opened the door on, Danny. Danny grimaced when he saw Ben, the embarrassing moment still fresh in his mind.

"Who is that, Tucker?" the black haired girl asked, looking up from the veggie sandwich that she was eating.

"Come on." Tucker said with enthusiasm as he nudged Ben closer to the two on the picnic blanket. "Introduce yourself, man!"

"Ow!"

Ben looked back at Tucker with an annoyed look as he rubbed the minor bruise that formed on his shoulder. Tucker gave a sheepish look and stopped nudging the Omnitrix wielder.

"Hi." Ben said as he ceased to rub the bruise that Tucker gave him. "My name's Ben."

"My name is Sam." The black haired girl supplied. "Call me anything other than that, you will be digging your own grave."

"Danny." Danny said simply in a grumpy tone before going back to his sandwich.

"What's with him?" Ben asked. "Is he always this grumpy?"

"Not always." Tucker said. "He's just upset because some stranger opened the door on him while he was changing."

Ben began to sheepishly chuckle, earning a glare from Danny. Sam just gave a deadpan stare at the green eyed newcomer.

"You were the one who did it, weren't you?" Sam asked flatly.

"Yeah… Sorry about that." Ben said. "I was trying to beat Gwen to the guest room."

"So where are you from?" Tucker asked.

"Bellwood, Louisiana." Ben said. "It's boring there and has the worst place ever created!"

"Which is?" Sam drawled out.

"School." Ben finished.

"Ben, every city in the entire world has some form of school." Danny said, not even facing the shaggy brunette.

"Well, you don't have to be so sour about it!" Ben said in annoyance.

Danny didn't even respond to what the Omnitrix wielder said. This led to a long silence that grated on Ben's nerves. So in response, Ben did something he was better off not doing at all, especially in the form of pay back.

"WET WILLY!"

With an evil expression on his face, Ben plunged a wet finger into Danny's ear. This caused the black haired boy's face to scrunch up with disgust, annoyance, and shock. All three emotions were then replaced by anger. Danny turned around, glaring at Ben. Ben gave an impish smile, but it quickly faded when he noticed something off about Danny's eyes. Just a few seconds ago, they were a light blue in color. Now, Danny's eyes were flashing the same neon, florescent green color of the ectoplasm that sat in the beakers in the Fenton Ghost Lab.

"What is wrong with your eyes?" Ben asked.

That one question quickly destroyed the angry look on Danny's face. The reason why was unknown to Ben, but whatever it was, it had to be important. The way Danny reacted signaled to Ben that the raven head knew about the glowing eyes. On top of that, Sam and Tucker reacted as well via perspiration.

"There's nothing wrong with my eyes!" Danny lied. "It must be the light."

And another thing supporting that something fishy was going on. Ben decided to drop it for now verbally. That also meant, he was going to find out the fun, alien way.

"You know what," Ben began, "You don't have to answer that. So, I'll smell ya around."

With that said, Ben left, not bothering to look Danny in the eye. This was mostly due to the bad attitude Danny had going on. But either way, the less they knew of his plan, the better. He didn't want to be grounded on his first day in a new city. So in turn, Ben traveled quite a distance from the picnic blanket trio and hide behind a tall, thick, white oak tree.

' _Maybe a little Gray Matter could help get to the bottom of this_.' Ben thought.

With a smile, Ben popped up the selection mechanism of the Omnitrix. When he heard the beep, he spun the dial until he found the silhouette of Gray Matter. With a satisfied smile, he slammed down on the dial and a green light engulfed him as the transformation took place. His whole body began to deconstruct and reassemble into the form of one of the many unlocked aliens in the Omnitrix's database on a molecular level. It was quick and painless and something that Ben was used to at this point due to the number of times he had transformed in the past, both selflessly and selfishly in intent.

When the green light faded, signaling that the transformation had completed, Ben looked around. He realized something wasn't right. He looked at his hands and blanched. He was Ghostfreak (with the protective skin on). The alien he never wanted to use again, especially after all the grief that was caused.

"Oh crud! Not Ghostfreak! Stupid watch! I would even take Ripjaws over this!" Ghostfreak panicked, trembling as he grabbed his head. "This isn't good! Not good! Not good!"

"You can say that again!"

Ghostfreak turned around just to get socked in the face by a white gloved hand. The Ectonurite went flying back from the power that was behind the fist. He shook his head, getting rid of the dizziness that clouded his mind. He looked up and saw who sucker punched him. It was a floating, glowing teenage boy with shaggy white hair and neon, florescent eyes. What the newcomer was wearing was rather questionable (' _Why does he need a hazmat suit?_ ' Ghostfreak thought). He was wearing a black jumpsuit with a white belt, gloves, and boots. Plastered right on his chest was a white, fancy "D".

"Who the heck are you?" Ghostfreak asked.

The look on the boy's face told Ghostfreak that his question was not expected at all. In fact, it almost seemed like the boy wanted Ghostfreak to say "hello -insert name here- I am ready to rub my evil plan in your face" or something like that. It was slightly unnerving.

"The same would be asked about yourself," the white haired boy said, "But I heard your little talking-to-myself spree."

With that, the white haired boy then fired a florescent green blast, knocking Ghostfreak back several feet. To say that the blast was painful was very correct. It stung like a chemical burn would, if not a bit worse.

"Can't you just leave me alone, kid?" Ghostfreak asked. "I have a little peeping to do."

"Aw gross!" the white haired boy shouted with a disgusted look on his face. "Don't announce that! Much less, the fact you do it on humans, you sicko!"

Ghostfreak was highly confused. Why would spying for answers be considered gross? It was just innocent information gathering, kinda like the kind spies in action movies did. This fact however, did not hinder him from paying attention to the fight. Ghostfreak dodged the blasts with the best his slow speed and voluntary intangibility could allow.

"I'm not a bad guy!" Ghostfreak protested as another blast sailed past his left side.

"I have heard that line so many times." The boy said and flew at Ghostfreak. "Enough to know that every bad guys says that."

Ghostfreak groaned. This was so not his day at all. It took only a couple of hours for a nice day to go sour this fast. With little to no warning, Ghostfreak opened up the protective skin, allowing a horde of black and green tentacles to emerge and wave about. The boy stopped mid-flight with a big cringe plastered on his face. In turn this made Ghostfreak snicker a bit. The reaction was just priceless.

"Dude, I do _NOT_ want to know what you do with those things!" the boy said firmly. "So put them away!"

Underneath the protective skin, Ghostfreak smirked mischievously. While the boy couldn't see it, he knew that the smirk was there just by the feeling he got.

"Come and make me, light bulb!" Ghostfreak taunted and continued waving the tentacles around.

Before the fight could continue, the Omnitrix symbol began flashing red. Ghostfreak had no idea if it was a good thing or not considering the last time he was Ghostfreak. So without wasting anytime, the Ectonurite put his tentacles away flew off, with the glowing kid instantly on his tail. The one eye Ghostfreak had visible quickly shifted to behind him to see that he was being followed.

"Aw man! What does it take to get you off my back?!" Ghostfreak shouted.

"Maybe if you'd just go back to the Ghost Zone peacefully, we wouldn't have a problem!" the boy shot back.

"I don't even know what that is!"

"Maybe you call it something else, but that doesn't change anything!"

The boy did a drop kick on Ghostfreak, just to go through him. The ghost-esque alien had gone intangible. From there, Ghostfreak vanished from the visible spectrum. The boy floated there, on guard in case of a sneak attack.

However, that never happened. Ghostfreak quickly phased into a nearby dumpster behind some hedges. From there, a red light flooded the interior of the dumpster, making the Ectonurite turn back into Ben. Ben threw open the dumpster's lid, coughing from putrid smell of rotten fast food (which was unexpected due to what Gwen told him about fast food), smelly diapers, old dog turds, and other forms of crap.

"Oh man! This stuff is ten times worse than my gym socks!" Ben moaned. "It makes me _WANT_ to take a bath!"

Moping at this fact, Ben climbed out of the dumpster with a glum look on his face. He failed to learn anything about his cousin Danny, nearly got his butt kicked by some guy in a hazmat suit, almost reverted to being human in front of said guy, and wound up covered in crap.

As the brunette boy passed where Danny, Sam, and Tucker were having their picnic, he noticed something weird. Danny wasn't present. Normally, Ben would not care one little bit. However, the weirdness stemmed from the fact about how familiar the white haired boy seemed in comparison of Ben's black haired cousin. This thought made Ben a bit nervous, a rare thing to see plastered so visibly on his face.

"This place just gets weirder and weirder by the minute!" Ben muttered to himself. "I better head back and have that stupid bath. Ughhhh, the thought of wanting one _still_ creeps me out!"

With that, Ben took out his hoverboard and began to fly back to Fenton Works. Hopefully, Gwen won't blow a gasket over this mess.

* * *

"Ben! What the heck were you thinking?!"

Ben winced on the guest bed as Gwen yelled at him. Once more, the universe decided to screw him over and put him in a situation he did not want to be in.

"Not only was it careless of you to just leave like that, but you almost got caught!" Gwen scolded.

"I get it, I get it!" Ben said with a frown. "I'm careless and I am always getting into trouble!"

"Not only that, because you didn't stick around, you missed out on some really important things!"

"Like what? How to clean a dumb filter?"

"On what goes on in this place, you mega dweeb!"

Gwen pulled out her laptop and pulled up some news articles relating to Amity Park. Ben quirked an eyebrow at the newspaper articles. Some were just flat out cheesy; others were down right laughable. In fact, a couple of them made Ben snicker.

"Ben, you need to focus!" Gwen said.

"It's kinda hard to when their headlines sound like a five-year-old wrote them!" Ben chuckled.

"Yes, they really need to work on their headlines." Gwen admitted. "But here are the ones I want you to see."

Gwen clicked on a random article in the list of online papers. Ben burst out laughing at first glance. Once again, the headline was to blame.

"Who the heck calls himself 'Invisobill'?!" Ben gasped between laughs. "That's like calling- "

"Calling a Petrosapien 'Diamondhead'?" Gwen interrupted. "Or how about a Vulpimancer 'Wildmutt'?"

"Hey, those are great names!" Ben protested. "You do realize I could have called them 'Gem Boy' and 'Doggy Poo'?"

Gwen groaned. Ben had a big point on what he could have called those two alien forms. But her irritation came from the fact Ben was still refusing to pay attention.

"I know you could have chosen some very atrocious alter ego names," Gwen said raising a hand, "But look at this. This article is one of the many ghost related articles floating around on the Amity Park websites."

Ben's eyes traveled across the page as Gwen scrolled through it. After a couple of scrolls and "wise words" from Gwen, something caught his eye. He immediately perked up.

"Hey Gwen," Ben said.

"What now?" Gwen asked.

"Scroll back a bit to that last picture, I think I recognized something."

Gwen sighed as she scrolled back up to the picture Ben was talking about. When she stopped, she saw it was a picture of the white haired boy. Ben tapped a finger on the screen where the boy was.

"That's the guy who started attacking me when I was Ghostfreak!" Ben said.

"What?" Gwen asked, highly confused and a bit disturbed at the same time. "Why were you Ghostfreak?! I thought you never wanted to be him again!"

"I don't. It's just a really complicated story." Ben said, placing his hands on his head.

"Let me guess, the watch didn't turn you into the alien you wanted…" Gwen said flatly.

"Never mind that." Ben said. "We have something a little more important to deal with."

Gwen and Ben began reading the article. Turns out, "Invisobill" was what the media came up for the teenage boy. His real name was "Danny Phantom". The Tennyson cousins began reading random articles that had titles that stuck out to them like "Invisobill Robs Bank" and "Danny Phantom Saves Amity Park From the Ghost Zone" (the latter helped Ben understand what the Ghost Zone was and why Phantom wanted to put him there). Gwen occasionally threw narrowed looks at Ben while looking at them. They sounded similar to the stunts Ben had pulled last summer, like the time Ben tried stealing from the cereal box isle as Gray Matter or snuck into a VIP lounge as Ghostfreak. While Ben still pulled nasty stunts like those from time to time, he tried not hurt anyone. That was the main difference between Ben and Phantom. The articles that said bad things about Phantom usually involved someone getting hurt or kidnapped.

"Wow…" Ben whistled. "Can't this guy make up his mind!?"

"Like you're the one to talk." Gwen said.

"At least nobody has gotten hurt because I wanted something like Super Sumo Slammer cards!"

"Well someone could get hurt if you keep on being selfish!"

Ben made a few mocking sounds, further irritating Gwen. She wished she had a more serious cousin, not some annoying, impulsive, bratty dweeb that she had scold almost every two minutes. To help her not make louder scene and cause the whole house to flock over to the guest room, she continued reading the article with Ben. After about six more articles (some of them had clips), a worried look appeared on Gwen's face. She turned to face Ben.

"Ben, I don't like the looks of this." Gwen said. "This Phantom guy could really hurt you. You have to promise me that you will be more careful with the Omnitrix. Who knows when you will get Ghostfreak again? What if he makes the situation even worse like he did the time when we ran into those circus freaks minus Zombozo?"

"Uh, why?" Ben asked. "I could just smack him down with Four Arms, right?"

"No, not with all the abilities this guy has." Gwen said shaking her head. "Phantom seems more like an über powerful version of Ghostfreak. The only difference is that he is morally confused rather than a sadist."

"Darn it!" Ben shouted.

"Look on the bright side." Gwen said. "At least it's just one alien that seems to attract him."

"With how much the Omnitrix loves giving me a lousy alien at the lousiest of times, that's like saying 'no Omnitrix'." Ben said.

"Ben, be reasonable!" Gwen said. "The watch has rarely turned you into Ghostfreak when you didn't want to be him. More often than not, you get Gray Matter or Ripjaws."

"Yeah, getting Ripjaws in a desert." Ben said sarcastically. "Best situation to ever happen to me."

Gwen let out an annoyed groan as she closed her laptop loudly. With that, she got up and stormed out of the guest room. She couldn't take Ben and his attitude problem anymore. It was not only irritating; it was also obnoxious. She wondered why Ben couldn't just see that she was just trying to help him.

Ben frowned at the door as it slammed shut. He hated it when Gwen acted like a complete snob and know-it-all. To help ease his mind, Ben began to fiddle with the Omnitrix again. If he could just get the Master Control back online, then he could go alien whenever he wanted for however long he wished without worrying about the Omnitrix not giving him the alien he desired for any given situation. At the same time, that meant no worrying about mistransforming into Ghostfreak.

With every twist and turn. Every beeping sound. Nothing came about to signify the activation of the Omnitrix's Maser Control. Ben flung himself backwards on the bed after his hundredth failure. All he managed to do was nearly pop off the face plate at least once due to how frustrated he got. In a literal ghost town like this, some ghost getting their hands on the Omnitrix's face plate was the last thing he wanted. Dr. Animo already was a big enough example of what could happen if someone managed to harness the power stored within that portion of the Omnitrix.

A large figure flew outside the guest room's window, perking Ben up a bit. Outside he saw a gothic looking, flaming green haired, hulk of a guy who appeared to be made of metal. Ben grinned. Maybe a little misplaced aggression wouldn't hurt. After all, Amity Park had a large rouge gallery if the web articles and electronic papers were true.

Ben quickly opened the window and climbed to the bottom of the alley way below. He then ducked behind a dumpster and began spinning the dial on his alien watch. Once satisfied, he slammed down on it with a large grin. Ben felt living metal beginning to replace his skin inch by inch rapidly. Once the green light faded, Ben cheered. His body was now white and black with green circuitry patterns in the black areas. He had dialed up Upgrade, and he got Upgrade. The green ring (which was an eye) on Ben's face flexed downwards in eagerness. Upgrade dashed out of the alley way and leaped at a nearby car. His metallic body seemingly melted as it began to meld with the vehicle. When the melding was done, the car began to shift in shape a bit, becoming a black and white armored alien vehicle with futuristic, green, hollow wheels. Just above the windshield was a small mound that had the green ring that was on Upgrade's face.

Upgrade started up the vehicle, mentally smirking as the car he controlled roared. With little to no resistance, the Galvanic Mechamorph possessed vehicle sped towards the metal man. From the Upgrade's eye ring, a large green blast was fired. The laser slammed into the metal man. The metal man turned to the direction where Upgrade was located and frowned. He didn't see anything that he was looking for. When the gothic robot returned to his original task, another laser hit him. This time it was in the butt. The robotic man once again shot a dirty look in the direction Upgrade was in (Upgrade was trying not snicker at this point). Upgrade watched as the metal man summoned a pair of binoculars and began looking at him.

' _What could he possibly do with binoculars?_ ' Upgrade thought. ' _Stare at me to death?_ '

"Well what do we have here?" The robotic man said putting the binoculars away. "A creature that I, Skulker, the Ghost Zone's Greatest Hunter, have never seen before merged with a man-made vehicle. A worthy catch indeed."

A bunch of weapons popped out of Skulker's body, making Upgrade mentally sweat drop from just the absurd number of weapons were stored within one metal man.

"Dude, you need an upgrade!" Upgrade chimed. "Badly!"

"I do?" Skulker asked.

Upgrade jumped from the vehicle and lunged towards Skulker. Skulker quickly dodged the humanoid liquid metal alien, assuming that if he even lightly touched it, it would be game over. As a response to Upgrade's attempt at lunging at him, Skulker fired a pair of missiles at the Galvanic Mechamorph. Upgrade managed to dodge the first missile, but the second slammed right into his gut, making him yelp. The Galvanic Mechamorph fired a laser from his ring shaped eye, hitting Skulker square in the chest.

"Upgrade three, Sulking-guy zero! Man you're sloppy!"

Skulker glared daggers at Upgrade as he fired a rocket missile from his back. The rocket soared straight at the metallic alien. With some luck, Upgrade managed to jump onto the rocket before it could slam into him. With that, he merged with the rocket, gaining complete control over it. Skulker blanched as the rocket barreled right at him.

"Why me?" Skulker cursed as the rocket made impact.

The explosion from the impact sent Upgrade, metal body parts, and metal shrapnel flying. As the dust began to settle, Upgrade got up from the ground, dizzy from the hard landing. He looked to the side to see Skulker's head lying on the ground.

"Ah great!" Upgrade shouted in disgust. "Did I really need to land next to his head?! Gross!"

At that moment, screaming came out of Skulker's head. Upgrade, with curiosity blooming, picked up a stick of metal and poked a finger inside Skulker's head. The screaming that followed each tap made Upgrade giggle a bit. The reason why it wasn't so bad now was because Skulker's body was not his body and Skulker's screaming was just hammy.

"YOU'RE SUPPOSE TO FEAR ME!" Skulker shrieked from inside the head. "NOT POKING ME! STOP POKING THE GHOST ZONE'S GREATEST HUNTER!"

And those words were all that Upgrade needed to continue poking the little green smurf-esque ghost that laid within the battle suit's head.

"Man, I had no idea poking snot could be this much fun!" Upgrade said as his eye narrowed in mischievousness.

"I'M NOT A PIECE OF SNOT, YOU METALLIC BRAT!" Skulker screamed.

"Could have fooled me."

"What the heck?!"

Upgrade looked up and saw Phantom and groaned. This was the second time today he had run into the white haired boy. At this rate he wouldn't be able to do anything involving the Omnitrix for the entire summer with this ghost breathing down his neck.

"Dude, what do you have?" Upgrade asked in annoyance. "Some sort of alien sense thingy?!"

"No, I don't." Phantom said, not taking the attitude well as he picked up a piece of Skulker's armor. "Sheesh, you really ripped Skulker a new one, didn't you?"

"You know that booger?" Upgrade asked.

"More like the other end of his bazooka." Phantom said dryly as he set down the piece of armor and sucked up Skulker into a thermos, which Upgrade found weird.

"Why aren't you attacking me?" Upgrade asked.

"Do you want to be attacked?" Phantom asked, wondering if Upgrade was insane.

"I'm just asking cause one of my friends said that you attacked him without reason earlier." Upgrade said.

' _Please believe that sort of lie._ ' Upgrade begged in his head, feeling weird at the fact he said "friend" and implied Ghostfreak like that in a sentence.

"You're friends with that Ghostfreak guy?" Phantom asked.

"Yeah." Upgrade said and held his hands forward in defense. "He's not that bad when you get to know him."

' _He is much worse when he gets his way…_ ' Upgraded added mentally.

"Speaking of which, who and what are you?" Phantom asked looking at Upgrade's entire body. "You don't seem like a ghost."

That was a question that Upgrade couldn't full answer. He had no idea that he was a Galvanic Mechamorph. So he decided to do the next best thing…

"The name's Upgrade. I'm an alien."

The look on Phantom's face was one of surprise. He had not expected that, but judging by the way Upgrade looked and was obviously not a ghost, it would do for now. There was no point arguing when the whole "it's a ghost" stock phrases wouldn't work at all.

"Does this mean you and your buddy are here to look up people's butts?" Phantom asked, feeling the need to get that one out of the way first.

"Ewww!" Upgrade groaned. "Why would we want to look up other people's butts? That's just gross!"

Before the conversation could even be continued, a red light flashed from the Omnitrix's symbol. Upgrade looked at it and cringed. He tried to rush away but just got grabbed by Phantom instead.

"Hey! Let me go!" Upgrade called out. "What's the big idea?!"

"Do think I'm stupid? I know you're Ghostfreak." Phantom said. "Not sure how, but that flashing symbol on your chest is pretty much a billboard."

"Aw man…" Upgrade moaned in defeat.

Phantom squinted his eyes as a blinding red light burst from the Omnitrix. When the light died down what he saw in his hand was the last thing he expected. There dangling from the collar of his shirt was Ben, his fourth cousin! It was unexpected and raised many, many questions.

"Uh, hi?" Ben asked meekly.

Danny narrowed his eyebrows, unamused by Ben's attempt at lightening the mood. He continued to hold Ben off the ground, not wanting the little brat to run off. And in Ben's mind only one thought was running through it…

' _I'm so screwed…_ ' Ben thought.


	3. Misunderstandings

**Binas:** Chapter three is here! For those wondering where Jazz is, she graduated early and is currently attending a community college nearby. Reason one for doing that? Scholarship. Yes, there are transfer scholarships. Yale is one of the most expensive universities, so it makes sense that Jazz would try to get as many scholarships as possible. Reason two is to be available for Danny just in case something goes horribly wrong. On Danny, Tucker, and Sam's end, they just finished their Sophomore year.

EDIT: I realized I forgot to delete a part that was in the first draft (the part about picking up Jazz). In this version, it is now deleted.

* * *

.

* * *

If there was one thing Ben hated more than jerks and bullies, it was ghost jerks who tied him up to a chair in the Fenton Ghost Lab. Ben struggled against his bound wrists as the swivel chair rolled all over the place from the momentum transferred into the chair from Ben's squirming.

"Untie me!" Ben demanded.

"Not until you explain what is going on, beast-boy." Phantom said, floating in front of Ben with his arms crossed.

"Why should I tell you?" Ben asked. "You're just gonna leave me tied up!"

Ben tried to jump out of the chair, but due to his wrists being bound to the back of the chair, he fell forward onto his face. He so wished that the Omnitrix (which he could still maneuver his right hand to) was done recharging. He would love to go alien and pound the ghost for tying him up.

Phantom rolled his eyes and fixed the chair back up right. The annoyed look on Ben's face told him that information gathering was going to be a pain in the rear.

"I will keep you tied up if you keep on being difficult." Phantom retorted. "That or if you are a bad guy."

"How many times do I have to tell you?!" Ben shouted angrily. "I'm not evil! I save people from crazy people and the ones who give aliens a bad name!"

So Ben continued to refuse to give Phantom the information he wanted for about five minutes. That was when the Omnitrix beeped, signifying that it had finished recharging. Ben flashed a smirk at Phantom.

"What are you thinking?"

"Oh, just how lousy you are at tying knots!" Ben snarked. "Going hero!"

With that, a flash of green light flooded the lab. Phantom shielded his eyes, blocking the light pollution. When it died down, Phantom began snickering. Right were Ben used to be, surrounded by the now useless ropes, was a frog-like creature (Galvan) that was only six inches tall. The unamused look on his face said everything that Phantom needed to know.

"Gray Matter!?" The creature shouted. "I wanted to pound the jerk, not be pounded by him!"

Phantom reached out a hand and tried to grasp Gray Matter, but the little Galvan jumped out of range and began running away. Phantom gave chase, trying at every opportunity to grab the little brat. However, Gray Matter didn't let Phantom succeed once. He kept jumping, running, and climbing with every advance Phantom made.

It didn't take long for Phantom to make a mistake. A very big mistake. He had let Gray Matter get into the box of failed inventions. By the time he had found Gray Matter in the box, the little pest blasted him in the face. Gray Matter had made an ecto gun from the busted parts faster than Jack could wolf down two plates full of fudge.

"Hasta la vista, baby!" Gray Matter squeaked.

Gray Matter pulled the trigger again and shot another blast, this time it was up Phantom's anus. Phantom yelped, feeling the pain of the burning sensation in that region. Gray Matter laughed at Phantom's misfortune, giving the ghost boy all the time he needed to grab him. Gray Matter struggled against Phantom's grip, trying to get free.

"LET ME GO!" Gray Matter shouted.

"After that little stunt, I don't think so." Phantom said.

What came next was something Phantom had no time to prepare for. Gray Matter bit his hand. To say it was very painful was a very accurate statement. It felt similar to how a Chihuahua's bite would be. Phantom wanted to let go, but he didn't. At the same time, Gray Matter kept on biting him. When biting didn't work, he did the next best thing…

"GWE- MMMPPPHH!" Gray Matter tried to scream but got gagged by Phantom's finger.

Gray Matter bit down on Phantom's finger as hard as he could. The ghost boy yelped and jerked his finger away from the Galvan. Gray Matter spat out the ectoplasm he managed to draw from Phantom's finger.

"UGH! Gross!" Gray Matter gagged.

Gray Matter looked up at Phantom and saw a mischievous smirk spread across his face. The Galvan at that moment knew what was coming.

"Oh no, please don't!" Gray Matter pleaded.

Phantom ignored Gray Matter's pleading and shoved his ectoplasm-covered finger back into his mouth. The Galvan's face scrunched up in disgust. He tried to get away from Phantom's finger, but due to being within his grip, he had no way of getting the finger out of his mouth.

"Okay, I will give you one last chance." Phantom said. "What is going on?"

Phantom removed his finger from the Galvan's mouth. Gray Matter spat out the ectoplasm all over his captor's glove.

"After what you put me through, you can forget it!" Gray Matter said, and spat the remaining ectoplasm that was in his mouth at Phantom's face. "And besides, you need to do more explaining than me!"

"What?" Phantom asked wiping of the spit from his face.

"Why do you keep on committing crimes while going around calling yourself a hero!?" Gray Matter snapped. "Last time I checked, heroes don't go around hurting innocent people! If anyone is evil, it's you!"

That struck a nerve. Phantom sent an intense glare at Gray Matter.

"Alright, I have no idea who told you those things, but I'm not evil!" Phantom shouted.

"Oh yeah, then explain the article that had a picture of you stealing jewelry!" Gray Matter retorted with a smirk. "Or maybe the one that says you kidnapped the mayor!"

"One, I was controlled. Two, I was framed! And three, what does that have to do with you?" Phantom replied, thoroughly annoyed with the Galvan in his grasp.

"Uh, hello?" Gray Matter began. "We're calling each other evil, stupid. I think you can put it together yourself."

Phantom smacked himself in the face. Of all the weird arguments he had to get himself into, he decided to have one on who was evil with his shapeshifting cousin. It also brought up the fact that evil villains don't argue about who was the real evil villain. If they did, they were typically really, really insane. More insane than fruitloops, which was hard to imagine.

So with a bit of reluctance, he placed Gray Matter on the floor. The Omnitrix began flashing red and within a flash of red light, Gray Matter was turned back into Ben. Ben gained a horribly disgusted look and clutched his mouth as his face turned a sickly green color. The leftover ectoplasm that Phantom had shoved in his mouth tasted even worse in human form. He rushed over to the garbage can and began vomiting. Phantom cringed as he watched his cousin let loose whatever he ate last.

' _Okay, note to self: don't use ectoplasm as a means to get someone to talk._ ' Phantom thought.

"Uh, you okay?" Phantom asked.

"What does it look like?" Ben asked. "I'm losing my stomach because of your bright idea of getting me to talk!"

"Yeah, sorry about that…" Phantom said. "So you're not some evil villain?"

"Not any more than you are." Ben replied flatly as he removed himself from the trash can. "But anyways, why do you look so familiar?"

Phantom began sweating. Ben knew from the expression on the ghost boy's face that he was hiding something. The wielder of the Omnitrix crossed his arms and tapped his foot against the tiled floor. Just thinking about familiarity of Phantom and the fact that he briefly enjoyed shoving his finger in his mouth, Ben became very certain that Phantom was not telling him something.

"Tell you what," Ben began. "I will tell you what you want to know if you tell me why I feel like I know you."

Phantom began to ponder. Ben had thought he would immediately accept the deal due to the circumstances. One of the big ones going for this assumption was the fact Phantom had seen Ben transform into at least one of his alien forms and go back into human form twice. And two, Phantom didn't shut up about wanting to know what was going on until they stopped calling each other an evil villain.

"Well, are you going to accept or not?" Ben asked. "You might not get a second chance, ya know."

Phantom sighed, obviously realizing this fact. With his head hanging low, he ceased to float off the ground. With that, two bright white rings erupted from his center and split in two different directions, thus revealing he was Danny Fenton. Ben blinked, somewhere between expecting and not expecting what had just occurred (partly because of how similar both the names and appearances were). None of the less, he upheld his promise and told Danny about the Omnitrix. Ben couldn't help but at the same time rub it in his older cousin's face. Needless to say, Ben's attitude annoyed Danny quickly.

After Ben finished explaining, Danny shared his story. This time, there was a battle of witty comments involved. It started when Ben made a remark about the portal's on/off switch location. In the end, both boys were laughing each other's one-liners. In fact, they were so bad; anyone who was listening would want to kill them right on the spot for making such atrocious quips. Quips that would make even the most sarcastic and wittiest comedians on Comedy Central blush. They were that bad.

So when the two finished their battle of wit, sarcasm, and puns, they left the lab. On the wall behind them, unnoticed by the world, was a bug with red eyes and black horns. The bug jumped off the wall and scurried to the Fenton Portal's control panel, opening the door to the Ghost Zone. With one strong leap, it dove into the green, black, and purple abyss, with the door shutting behind it.

* * *

While Ben was doing whatever, Gwen was really, really unlucky. She got stuck with her aunt and uncle in the Fenton Ghost Assault Vehicle, which was a heavy armored RV like the one their grandpa had, on a ghost patrol. However, the biggest difference was the fact the weapons the Fenton GAV had were very blatantly exposed for the world to see and there was a blazing green, ghostly "F" plastered on the sides of the silver and green RV. Jack had boasted how every button in the RV was a ghost's worst nightmare, even the button that opened the windows!

"Please tell me we're almost done…" Gwen moaned, feeling slightly sick from the lack of air flow in the Fenton GAV and Jack's HORRIBLE driving skills.

"Almost, sweetie." Maddie said. "We just need to check Casper High, the Nasty Burger, and the Amity Park Mall. After that, we will head home."

"And don't forget, this is one of the best parts of ghost hunting!" Jack said as he slammed the brakes to a screeching halt in front of a gas station.

Jack rushed out of the Fenton GAV with a large bazooka slung over his shoulder. Once on the ground, he slammed the RV door shut with excited strength before rushing into the gass station. Gwen blinked as she peered out the window.

"Let me guess, the best part is the go?" Gwen asked, looking annoyed. "That's just really sad."

"Oh, don't be so pessimistic." Maddie said. "You'll see in a minute."

Gwen huffed. She was wishing that Ben was with her. At least he would make this a bit more bearable. She then quickly retracted that thought.

' _On second thought, that's a bad thought._ ' Gwen mentally slapped herself. ' _Ben's idea of making things more 'bearable' tend to involve going alien just so he can mess with me. We don't need them figuring out about the Omnitrix. Who knows what they would do to Ben if they knew?_ '

A large blast fired out of the gas station window. The blast would have hit the RV if a bird hadn't gotten in the way. Gwen covered her mouth as she watched the bird lie on the asphalt, twitching from the power behind the bazooka that Jack was sheepishly holding. Jack's eyes darted back and forth sheepishly.

"Uh… Ghost eradicated?" Jack said with uncertainty.

The cashier glared at Jack and pushed him out of the gas station. Once the worker got back inside the damaged station, he put up a sign that had Jack's face in a red circle with a red slash going through it. Maddie pinched the bridge of her nose, nearly slamming her head on the plate holding back the airbag, wondering why she let Jack test out his field skills with the more weaponized form of the Fenton Bazooka (it has a setting for regular blasts and another for portal making). Well, at least Jack's boisterous behavior scared the ghost away.

' _It's only been two minutes and he got kicked out of a gas station._ ' Gwen thought. ' _Note to self: don't let him take me to any stores. I'd rather take my chances with Ben._ '

Jack got back into the RV, buckled up his seat-belt, and drove off. Gwen quickly gripped to her seat for dear life. The sight of buildings racing past combined with out of control driving made Gwen sick to her stomach. She wanted to open the unopenable window for fresh air, fearing for whatever nasty surprise could possibly hide.

"Aunt Maddie." Gwen moaned. "I don't feel so good… Like I'm gonna hurl…"

"Jack, at the next stop, I should drive." Maddie said.

"Come on, Gwen is probably just super excited!" Jack protested.

"True, but your driving doesn't seem to be helping her." Maddie pointed out. "We want her to enjoy this, don't you?"

"Ooh, alright..." Jack said, looking a bit deflated.

From the next stop onwards, Gwen began to feel a lot better. So for the rest of the ride, she looked out the window without having to worry about motion sickness.

Eventually the ride came to an end. The ghost hunting trip totaled up with three buildings in need of new windows, a busted fence, and a lot of embarrassment on Gwen's end. She even had to use a spell at one point to prevent herself from overheating in the RV. In fact, Gwen becoming overheated was what let the Fenton parents learn that the AC was in need of repair and other things. Due to how long it could take to get not only the parts for the AC, but to actually get the AC working again, Gwen had to be taken back to Fentonworks. As much as Jack wanted to continue showing Gwen the ropes of the Fenton side, he knew that it was a bad idea with the heatwave that had begun making itself noticed. On Gwen's end, she was glad she could get a break from the Fenton couple. They were just too much for her, and she had to deal with aliens at almost every turn either thanks to Ben's antics, or because some alien thought it was a good idea to try to cause mayhem.

Gwen entered the house as Maddie, obviously, drove off. The eleven-year-old girl took about three steps into the house just to be on the receiving end of a bucket full of icy water. While it was refreshing and helped her cool off, it was really annoying. And the word annoying wasn't the only thing written all over this situation…

"BEN TENNYSON!" Gwen screamed as she threw the bucket to the side.

Ben's snickers could be heard throughout the room. Gwen narrowed her eyes. The eleven-year-old mega dweeb was invisible. However, there was something really, really weird about this instance. Ben was currently not Ghostfreak. His voice wasn't raspy and low like the Ectonurite's voice was. It was the same old voice Ben had since he was about eight or nine.

"Ben, I have no idea how you are invisible," Gwen began, "But show yourself right now!"

"Or you'll do what?" Ben asked. "Bore me to death? You already did that last summer, dweeb!"

"In your dreams, doofus!" Gwen yelled, facing the direction she heard Ben's voice come from. "I have something else in mind."

Gwen pulled out the spellbook she had stolen from Charmcaster and flipped through it. After for flipping approximately twelve pages, she looked up with a glare. She then raised a hand, allowing it to be engulfed in magical energy.

"Invisibilia Revelare!" Gwen chanted, causing the energy surrounding her hand to expand outwards.

As the magical energy field expanded outwards, nothing in its path got affected by it. Ben scoffed, not very impressed with the spell. That was until a yelp was sounded behind him, causing Ben to fall onto the floor, completely visible to the world. Next to him was Phantom, who clearly didn't expect to be shocked out of invisibility. Gwen gasped and began looking for a spell that could possibly work in her favor. But that was not to be. Phantom saw this and made the book fly from Gwen's hands to the other side of the room out of panic.

"HEY!" Gwen shouted. "Give that back! Ben do something!"

"Like what?" Ben asked. "Get another bucket of icy water?"

"No!" Gwen protested. "Do something about Phantom!"

The grin on Ben's face told Gwen what he was going to say next. He was going to say something and make himself look like an even bigger smart aleck.

"Like what?" Ben asked.

Gwen groaned. Those were the words she had predicted that he would say. But then it dawned her, Ben and Phantom weren't fighting. They had planned this childish joke. How they even got to plan this in the first place was a big mystery to her.

"Alright, what's going on?" Gwen asked, full of frustration. "Why are you two being all buddy-buddy all of the sudden?"

That began the can of intangible worms being unleashed. While Phantom was uncomfortable revealing that he was Danny like he did with Ben once more, he was reassured that Gwen could keep secrets and would keep Ben from accidentally slipping up unless the situation was dire. On Gwen's end, she was shocked that one of her own family members was in a similar boat as Ben. It was more in the sense that they both got their powers by complete accident. Danny (who had reverted back into human form) in the sense he thought it was a good idea to take up a reckless dare and Ben just wandering around in forest. If there was anything official, it was the fact that their family was destined to be full of people who get themselves into some of the most outlandish messes.

By this point in time, Gwen noticed another weird thing. Danny hadn't asked about her magical abilities. When she asked about this, she had learned Ben revealed it while she was gone. It infuriated her for a bit, but at this point with the revealed information (Danny's powers and Ben's Omnitrix) it wasn't so bad.

* * *

 _Somewhere else…_

A large screen played out the recorded videos of the moments that had happened in the Fentonworks lab. Dialogue boxes surrounded them, analyzing various aspects of the visual data. Most of them seemed to focus on the Ben. More specifically, his left wrist. The gathered information wasn't much since it was only based on visuals rather than combination visual, genetic, and power readings. That didn't mean that the information was useless. It was far from useless. It showed that Daniel had a possible new, troublesome ally. How did he come to this conclusion? Some of the clips recorded had Ben transforming into Gray Matter and him making an ectoplasmic based weapon from mere junk, a feat that has only been accomplished by Amity's resident idiot: Jack Fenton.

"Hmmm, this could be a bit of a problem." A smooth, evil voice said. A black boot stepped out of the shadows, followed by white pants. "But that doesn't mean it is unsolvable. All I have to do is take Daniel's bishop. And I have the perfect plan…"

Throughout the dark room, an evil laugh rang, making all who heard shudder with fear. In the far corner of the room was a large, human-sized tube filled with thick, neon green ectoplasmic sludge. It's contents were unknown and the number of machines hooked up to it gave it an unsettling, suggested purpose. On one of the monitors hooked up to it had the words "Please insert spit and hair sample to continue".


	4. Murphy's Water Park

Binas: Thanks for catching that, Damix96. I forgot to include that. Yes, Ben and Gwen are third cousins to Danny and Jazz while Danny and Jazz are their fourth cousins. Aren't complex family trees wonderful? I wanted it complex in the first place because it is easier to do with the established continuity for both series.

On a side note, I am not the only one who notices how similar Ben and Danny's personalities are, right? If I didn't know any better, I would have assumed Man of Action and Butch Hartman actually talked to each other at one point. That or Man of Action saw Danny Phantom and Danny as an inspiration for Ben's personality. At the same time, I dare you to listen to Selena Gomez and Demi Lovato's collaborative song "One in the Same" when Ben and Danny are working together. It just fits so well.

WARNING: There will be some disturbing imagery in this chapter and one character will get horribly scarred. Viewer digression is advised.

.

A mouse with snow white fur and blood red eyes scurried about the floor of a small, abandoned building. The wooden floors had long suffered from weathering and abuse from years of being neglected. The walls were worn and chipped from the mildew and mold that grew from humidity and poor ventilation that had long since malfunctioned. Strewn across the entire building were scraps and stains that were fairly fresh. If there was anything that shouldn't have been in an abandoned building, it was a device that looked like it came out of a sci-fi show/movie. The set up was so cliché and the owner of the device either didn't care or was too crazy to think any of it.

The inventor was an escaped man who had seen better days, just like the building. His body was scrawny and his skin was greened from the many stresses that had been put on his health. His hair had prematurely whitened from just regular stress and probably the insanity he drove himself into. The inventor's name was Aloysius Animo. He was also known as Dr. Animo (Dr. Wacko, Dr. Quack, and Dr. Freakimo by one of his enemies), a former veterinarian researcher. His current status however was a well-known crazy scientist and geneticist.

The device Dr. Animo had was yet another one of his attempts to mutate the kingdom Animalia to how he saw fit. This included evolving harmless frogs into huge monsters or humans into alien-esque creatures. The invention didn't look like it could, unfortunately. It instead looked like a mismatch of various kitchen utilities and some parts that were ripped from a transformer and an outdated computer. Needless to say, it looked more like a mess than a world altering device. Yet, it received the affectionate name DNA Transmodulator Mark III, named after the first two that Ben Tennyson had destroyed (and reversing the "wonderful" effects they had on their victims). Unlike the first two, this one was a single unit instead of two and took the shape of a slightly bulky wrist laser. The reasoning for this was that he assumed it would be harder to destroy or rip him apart from him.

"Now that I have a new Transmodulator, I can once more pursue my grandeur dreams and make them a reality." Dr. Animo said as he equipped his new Transmodulator. "And at the same time make that Tennyson boy pay for everything he has put me through!"

Dr. Animo's eyes wondered to the little mouse that had been scurrying around in his makeshift residence/hideout/laboratory. With a creepy smile, he aimed his Transmodulator at the poor rodent and fired at it. The mouse let out a horrific, hellish screech of pain and misery as it twitched and convulsed under the effects of Dr. Animo's new toy. It grew in size. Its teeth became more jagged and deformed. Its muscles grew at a sickly fast rate as its veins became visible and grotesque. To any casual viewer it was a sight made entirely of nightmare fuel and nausea fuel.

When the mutation finished, the mouse stood in the middle of the room, bewildered by what had just happened. That bewilderment was then replaced by rage and bloodlust. It wanted to destroy everything its path. It wanted to vent its unventable anger. To say it wanted to satisfy itself would be an understatement. It wanted to indulge itself.

Most of all, it wanted to serve its new master…

.

Bacon, eggs, and sausuages sizzled and steamed inside a strange, microwave-esque invention. Like all inventions in the Fenton Household, there was a large, blazing, neon green, stylized "F" plastered on it. The one who was monitering the cooking process for any abnomalities was Jack. He stared intensely, waitin for something out of the ordinary to happen.

"You better not mutate on us this time, breakfast." Jack said in a low, stern voice.

A ping sounded throughout the kitchen, snapping Jack out of his serious moment. He perked up instantly and dashed away from the Fenton Cooker to attend to the toast. He pulled out the toast from the toaster and began buttering each and every slice with hasty precision. By the time he had completed the ten slices of bread he had forgotten all about the Fenton Cooker and the contents it currently held.

"RISE AND SHINE!" Jack bellowed. "I MADE BREAKFAST!"

The sleepy family members entered the kitchen with Danny looking the worst out of all of them. Ben was a close second. He had wanted to help Danny out with the ghosts and did a pretty good job of distracting them while Danny launched a surprise attack when they least expected it. The only reason why he was a close second was that he actually managed to get a bit more sleep than Danny did via nearly passing out from exhaustion at around 12:00 AM. Yeah, the Box Ghost wasn't showing him any kindness by appearing almost every forty minutes. All that could be said, the two needed to develop a more efficient system than both of them rushing out there nonstop.

"Jack, did you remember to remove the food from the Fenton Cooker this time?" Maddie asked looking at the two lone pieces of toast sitting on each plate.

Danny gave a grimace at the toast sitting in front of him. He wanted to gag at the sight of the buttered down, partially burnt bread. It was just really unappealing.

"Oh!" Jack said. "Thanks for reminding me, sweet cakes!"

Jack planted a kiss on Maddie, grossing out the two boys at the table. They gagged at the sight while Gwen shot the two a look.

"Mom! Dad!" Danny complained.

Jack stopped kissing Maddie and rushed over to the Fenton Cooker. He swung the door open and was about to pull out breakfast when something bit his hands. He removed them from the cooker to find that breakfast had come alive. Ghostly sausages, eggs, and bacon came flying out of the cooker.

"I said don't mutate!" Jack shouted as he pulled out an ecto-gun and began shooting like a loose cannon at the ghostly food.

The food began circling in the air before diving towards the five family members. The Fenton-Tennyson family scattered from the dining table just in time for the food products to slam themselves into said table. The table went from well put together to splinters in mere seconds. The eggs, sausages, and bacon shrieked with malic and scurried around the house, leaving all kinds of damage in their wake.

Hiding behind the couch was the children. All wanting not to die by sausage lynches while being scrambled by eggs.

"Is this normal here?" Ben asked.

"You don't even know the half of it." Danny replied.

"I am having serious déjà vu here." Gwen commented as she pulled out her spell book and began flipping through it. "Come on. There has to be a spell that deals with animated food in here somewhere."

"While Gwen tries to do things the magically boring way," Ben said, earning a glare from Gwen, "Wanna do things the fun, supernatural way?"

Danny smirked. Ben has read his mind. Both shouted their signature battle cries and transformed. Ben began gaining lizard-like appearance as the rings passed over Danny's torso. Hands became blade-like claws as jeans became a hazmat grade, black jumpsuit. When their transformations were completed, the two boys dove into the meaty fray, ignoring Gwen's warnings. Gwen groaned; her cousins were just barely tolerable right now.

"It's official… Impulsivity is a genetic trait in our family…" Gwen seethed in annoyance.

After the breakfast fiasco was cleaned up and everyone double check for any sausages stowed away in their clean underwear, things went back to what could be considered normal for the Fenton Household. That meant Maddie and Jack were stowed away in the lab, working on their latest project in their ghost hunting career and Danny taking Gwen and Ben to meet Sam and Tucker at the water park. All in all, they believed their day would get better from here for the most part. Gwen told them not to jinx anything. After all, Murphy only needed to be tempted in order to wreak havoc on anyone's day. And boy were Danny and Ben good at it. Both pretty much blew off Gwen's legit concerns as her being too pessimistic (Danny mentioned that would be the word that Jazz would use) about the currently fine summer day.

So when everything ranging from bathing suits, sunscreen, money for concessions, to towels were packed, the trio rushed out the door and went to go pick up Sam and Tucker. The numbers wouldn't be an issue thanks to the fact Danny had paranormal strength in his ghost form, and Ben could become a giant, smelly (an unfortunate thing for anyone who was in a close radius) alien flying insect that could hoist a human with no effort on his back.

So without skipping a beat, Danny transformed and scooped up Ben and Gwen before taking off. Ben was loving of the feeling of the air. It felt so good to experience the feel of the wind as a human. It was just as awesome as riding his hoverboard, which he wished he could use without drawing too much unwanted attention. Hey, even he knew when he had enough attention despite being an attention seeker and getting mobbed for just having a hoverboard was not on his list of things to do.

Gwen was also liking the breeze and the view. It was nice to be up in the sky without having to worry about being shot out of the sky or nearly throwing up because of Ben being Stinkfly and/or doing something really reckless just to get a rise out of her. All in all, it was peaceful and nice.

The two eleven-year-olds were snapped out of their bliss when Danny landed on the ground. In front of them was Sam (dressed in a black and purple bathing suit with sunglasses and a shady black hat and cape) and Tucker (dressed in yellow swim trunks and floaties). Tucker stood there like a deer in front of a pair of blazing head lights. Sam on the other hand was less than impressed. What came from Sam's mouth could be seen a mile away.

"Danny! What do you think you're doing?!" Sam hissed.

"Uh, picking you guys up so we can go to the water park." Danny pointed out.

"Uh, sorry but I need to pull certain somebody away for a second. Be right back." Sam said as she grabbed Danny's arm and pulled him away from the group. "Okay, what is going on? Why is Ben and that red head girl here?"

"First of all, the girl's name is Gwen. Second, they are my third cousins. And third, I thought it would be okay to bring them along." Danny stated.

"You only just met Ben yesterday as far as I know!" Sam said. "Why does he and Gwen know your secret? Do you have any idea how reckless this is? What if something bad happens?"

"Sam, trust me. Nothing bad will happen." Danny said. "Apparently heroism runs in the family."

"You're kidding me, right?" Sam asked as her sunglasses slipped a bit.

"Nope." Danny said. "In fact, I think Ben wouldn't mind sharing a bit of what can do. Right?"

Ben perked up and smirked. If Danny trusted his secret with these people, then why shouldn't he? He let his hand travel over to the Omnitrix and began twisting the dial until it was over Stinkfly's silhouette. With glee, he slammed down on the dial, confirming his choice of transformation. Sam and Tucker shielded their eyes as a green light flooded their vision. When they finally opened they saw something in Ben's place. That something was a gigantic bug shaped alien known as Stinkfly. Tucker smelled the air and quickly plugged up his nose with his fingers.

"Oh man! What the heck is that smell?" Tucker gagged.

"For once, there's something that smells worse than your cologne." Sam remarked, using her cape to block the smell.

"Trust me, you'll get used to it…" Gwen said, "For the most part…"

"What? I can't help it!" Stinkfly moped. "Why do you think I called this form Stinkfly?"

"All I can say is you gave a pretty accurate name for this one." Danny stated, looking ready to barf from how foul the smell was.

"If you spew on me, I'll spew on you!" Stinkfly threatened.

"Dully noted." Danny said. "Now let's go before we have to wait in long lines."

.

Once the group had made it to Floody Waters, it was high noon. This meant the heat of the afternoon sun was shining on all things and making everyone want a nice dip in the cool waters that the water park had to offer. Needless to say, they were having a great time. No worries of being hunted down by their enemies and rivals plagued their minds.

Many fun things were done by the group. Sam took some pictures with her waterproof camera. Tucker tried and failed to hit on girls. Danny and Ben had fun spooking Gwen and Sam when the two tried to get to know each other better. In the end, that led to the two boys getting scolded by them. All in all, they all had a fun time.

However, that did not last. While the group of five were relaxing under the umbrellas provided, screaming was heard. They all perked up and saw crowds of people running from a giant, mutated mouse rampaging towards the water park. Sam looked very, very livid. The reason was the assumption someone used the poor rodent for a nasty experiment.

"Who in their right frame of mind experiment on that poor, innocent animal?!" Sam seethed, wringing her cape with her hands, nearly ripping it with her fury.

"I would!"

Looming over them now was the gigantic mouse. On the mouse's head was someone who Gwen and Ben recognized instantly.

"Dr. Freakimo…" Ben growled.

"That's Dr. Animo for you, Ben Tennyson!" Dr. Animo corrected. "Now time to make you pay!"

The mutant mouse balled up one of its paws and smashed it down onto the area on the ground that Sam, Gwen, Danny, Tucker, and Ben once stood on. Danny ran off, looking for a place to safely transform. While he was against fighting humans, this was an exception. Dr. Animo was actually threatening despite his hammy nature. It was like someone blended a milder, geneticist version of Technus with the competence of Valerie. It was actually a scary thought.

On Ben's end, he didn't take the care that Danny took. Instead, he quickly began twisting the dial, looking for the alien that would take care of Dr. Animo. Once he found one, he slammed down on the dial, allowing the transformation into his selected alien to occur. His skin began to take on a red hue as a second set of arms grew below his natural, first set. He grew several feet taller and much more muscular. When the transformation was completed, Four Arms stood in Ben's place.

Four Arms lunged at the mutant mouse and sucker punched it in the chin, sending the mouse back (and with Dr. Animo holding on tight) and followed up with a series of other violent actions in attempt to dislodge Dr. Animo from his "steed". Sam wanted to scream really badly. This was one of her worst nightmares come true. Witnessing an animal get hurt right in front of her made her want to rush out there in blind fury, but at the same time, she knew that it was being done to protect everyone. It made her so torn that she could barely form simple sentences. She was that devastated. Tucker saw this and comforted her to the best of his ability. "To the best" being the keywords. He accidentally said something that made Sam feel even worse, causing her to punch him in the gut. With her current state of mind, Tucker let the punch slide.

Gwen quickly got in front of Sam and Tucker and began chanting. A glow emitted from her hands and expanded into a protective dome around the three of them. A few seconds later, a large chunk of rock smashed against the shield, crumbling from the force of the impact. Gwen panted from the force that the rock had put on the spell she had casted. None of the less, the shield spell remained in place.

Dr. Animo looked up towards the sky and saw a yellow canary flying overhead. With a demented smirk, he fired his Transmodulator at the bird. Everyone saw the bird's grotesque transformation. Sam let an extremely rare tear loose from her right eye as she curled up. She wanted to save the bird from the terrifying fate and stop this madness. However, she was powerless. She was not strong enough. She could only handle the normal horror that every day scientists and biology teachers subjected to animals. The only reason why was because she could advocate and protest against them and have followers who would agree with her. In this case, a petition would not solve the disgusting, vile, sci-fi horror show playing out in real life right in front of her.

' _Make it stop…_ ' Sam pleaded in her mind. ' _Please!_ '

"Sam, everything will be okay." Tucker said as he stroked his friend's hair. "The nightmare can't get any worse."

"Don't jinx it…" Sam growled softly. "I'll kill you if you do."

"Sheesh," Tucker muttered, "I'm just trying to make you feel better."

The now montrocious bird let out a sickening call and dove right at Four Arms. Before it could make impact on the four armed alien, its blood shot eyes became and ectoplasmic green and came to halt. The bird glared at Dr. Animo and lunged at him and picked him off the mouse's back by his coat. This gave all that Four Arms needed to make sure that the mutated mouse would not go after Gwen, Tucker, and Sam.

"Let me go! I command you!" Dr. Animo shouted. "You're my slave!"

"No, I'm not." The bird spoke with an echo in its voice.

Dr. Animo's jaw dropped and fired his Transmodulator at the bird with its power set to mutate. The ray from the Transmodulator had no effect on the bird. Instead, it just continued to hold him, signifying that something had gone horribly wrong.

"See I told you that things wouldn't get worse!" Tucker called out loudly.

Sam perked up and saw the familiar glowing green eyes that the bird now had. Danny had overshadowed it and was keeping Dr. Animo from mutating more innocent animals. She sighed a breath of relief. While it wouldn't release the trauma that she had built up from what she had witnessed, it gave her a sense of peace that she desperately needed.

"Why aren't you under my control?!" Dr. Animo yelled.

"Maybe it's because your little Tweety Bird reject went on summer vacation." Danny said as he continued to hoist Dr. Animo by his shirt.

Four Arms delivered one last punch to the mouse, causing it to fall on the ground. By this point the Omnitrix flashed red before completely timing out. Ben took Four Arm's place, looking down on Dr. Animo's former "steed".

"Aw man…" Ben whined, upset that his Omnitrix now had to recharge.

"YOU BETTER HAVE NOT KILLED THAT ANIMAL!" Sam screamed, taking Ben's statement the wrong way.

"No need to get your panties in a twist!" Ben said. "It's unconscious! Danny, destroy Dr. Wacko's little toy! It will reverse the mutations!"

Danny gathered up ectoplasmic energy in one of the bird's claws. Once there was enough energy, he shot it at the Transmodulator, frying it into an unsalvageable state.

"NO!" Dr. Animo screamed. "Not my Transmodulator!"

The canary Danny was overshadowing began to shrink, causing Dr. Animo to fall towards the ground. Danny flew out of the canary, leaving it in a daze and caught Dr. Animo. The crazy geneticist looked up and got a good look at the one who stopped his plummet to the ground. The unamused expression on Danny's face told Dr. Animo that he had just made yet another enemy. One that was on the same side as the Tennyson boy none of the less. It made his blood boil. He knew where this was going all too well…

.

The cops shoved Dr. Animo into the back of a squad car before speeding off to dump the criminal at the Amity Park Jail. A fitting end for almost any story where the good guys win.

Danny approached Sam, who was still looking a bit under the weather. The look of concern shined in his icy blue eyes.

"Are you okay, Sam?" Danny asked.

"Yeah." Sam said with her voice saying the exact opposite.

"Are you sure?" Danny pressed. "This doesn't seem like you at all."

"I said I'm fine!" Sam snapped before taking a deep breath and calming down. "I just need to be alone for right now. I'll see you guys later."

With that, Sam walked away. Her head hung down, causing her hair to cover her face from the world. Images of the horrors she had witnessed were fresh in her mind. It was awful, and they got even worse every time the scenes replayed themselves in the back of her mind. Was this what it was like to be traumatized? Was it normal for to express such emotions so openly when in such a state of disarray? Normally, she would never even let heaven know what she was feeling deep down. Now, she felt like an open book. It was uncomfortable and it made her wonder who she was aside from the one who protested against society and the norms that it forced upon everyone.

All she knew now was that she was genuinely depressed…

.

 _Later that night…_

Vlad Plasmius loomed over the closed water park, examining the area where the fighting took place. On his left hand was one of his many spy bugs. It had showed him what had transpired at this very location in full detail. It was quite the battle. Too bad that Daniel couldn't find a good place to transform so he could have helped sooner. To Vlad, that was quite the opposite. He was the one who had made Daniel have a hard time finding a place to transform. With the extra security to cameras he had installed in the water park, it made the usual spots Daniel would transform unusable. On the contrary to one might believe, the only reason the cameras were in place was because of the soccer moms who felt their babies weren't safe enough at a water park and demanded extra security for everywhere possible (including the bathrooms, surprisingly to Vlad's own disapproval; even he had limits on where to put cameras).

The elder halfa picked up the fried Transmodulator. It was not the most physically appealing piece of technology, but it was one of the more impressive ones that he had ever seen. An invention that could mutate a target to make mindless drones sounded right in his ball park. However, from the footage he got, the device had two major weaknesses. One was that it couldn't mutate shapeshifters or those already mutated. The other was that if someone were to destroy it, all mutations would be undone. The familiar, now normal, white mouse was a good example of that as it scurried beneath Vlad.

Vlad tucked away the device. While it couldn't be repaired to a working state, it could still be studied. Perhaps it could give some needed information for his latest ingenious idea…


	5. Grand Theft Me

Binas: I know, last chapter was really dark and it did something that I have rarely seen done in most Sam centric stories with tact. And that is, traumatizing her. I am not sure how well I have done it because of the lack of criticism, which I need to keep this story at its peak. I am aware that I might fart things out from time to time, and I apologize in advance for them.

This chapter was originally going to have Danny trapped in DOOMED by Technus (as a big reference to Code: Lyoko and .hack/SIGN) while doing what he does in this chapter as well. So yeah, I decided to dropped the "Trapped in a computer" thing because I couldn't really make it work.

EDIT: I realized I forgot to mention that the Specter Deflector was modified. Yes, it no longer shocks Danny thanks toTucker.

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 _In the Fenton Living Room…_

It had been about one week since the Dr. Animo incident and things were starting to get back to some form of normal. Danny and his friends asked about Ben's rouge gallery, wondering if any others would pop up anytime soon. Thankfully for Sam (who had sorted a portion of her trauma with the help of her grandmother), there weren't any other crazy guys who mutated animals for their sick and twisted desires. The bad news was that there was one guy who would give some of the world's most powerful conquers (and Vlad) a run for their money. The guy was Vilgax, an alien that Ben described as "an ugly, giant squid face".

What Ben and Gwen described about their encounters with the power hungry conquer made Team Phantom very uneasy. Knowing that there was a near unbeatable foe out there who had a nasty habit of holding grudges was not an easy thing to handle. The thought of him stepping foot into Amity Park was not pleasant. And the fact he considered killing Ben to get the Omnitrix from him was worse than whatever threat Skulker could throw on the days were he was in an extremely foul mood.

Just as Ben finished one of his inputs for the conversation, Jack walked into the room. He had a raised eyebrow as he sipped a glass of milk. At the very least, he looked a bit suspicious.

"What do I hear about this "Vilgax"?" Jack asked.

"Just a new character in a MMORPG game." Gwen lied. "You probably never heard of it."

"What's this game called?" Jack asked, narrowing his eyebrows a bit.

"Uh… Ultimate Battle Storm Online?" Tucker said, trying to come up with a believable name. "It's all in the rage right now."

"Eh, good enough for me." Jack said, losing all suspicions as he walked off.

Once they were more certain Jack was out of hearing range, the five of them huddled closer to keep any other potential eavesdroppers from dropping in on their conversation.

"That was weird." Gwen whispered.

"I know!" Ben shouted quietly. "Is your dad always like that?"

"Yeah." Danny said sadly with his head hanging low. "It can be really embarrassing some times."

With that, they decided to drop that conversation. It was better to leave it at what they had discussed rather than risk Danny's eccentric parents learn about their behind the scenes actions. Danny didn't want to be on the receiving end of their scalpels and Ben didn't want them to fool with the Omnitrix. It was his to fool with himself and nobody else.

So after about an hour and a half later, Sam got a call from her mother. The flushed look on the goth girl's face let everyone knew that what was going to happen was probably gonna be something she didn't like. And they were correct. Sam's mother had announced that she bought her daughter a brand new wardrobe. Sam, not skipping a beat said her goodbyes and rushed out of the Fenton household, hoping that her mother didn't buy stuff that Paulina would die to wear.

Tucker by this point also had to leave. His PDA had an alert for the arrival of his summer tutor. He was really upset about this because his tutor, for one, was not even a hot girl. His tutor was a guy. The reasoning behind that was the fact that Tucker's parents didn't want their little techno geek getting distracted while he was suppose to be learning.

"So what do you want to do?"

"I don't know." Ben said. "Got any Sumo Slammer games?"

"No." Danny replied. "But I do have DOOMED II. It's a MMORPG."

While it was a game that Ben and Gwen had never heard of before, they were a bit curious about it. After all, a game called "DOOMED" had to be good.

So with that, Danny led Gwen (who quickly grabbed her laptop) and Ben into the Fenton Lab. He walked up to the working family computer, booted it up, and pulled out a pair of Fenton Helmets (which not only could be used a game controller and a simulator, but could also give you a bad case of helmet hair). As it was loading, Gwen looked around the lab, taking in what she couldn't the last time with all of the racket. In the corner of her eye, she saw something. It was another computer, but it looked really beaten up. It had dents in the sides, the glass had an image imprint of a green hand from the light sources behind it, severed wires, a fried hard drive, and a motherboard that was ripped out.

"What happened to that computer?" Gwen asked.

"Technus happened." Danny said. "I tried to trap him that computer, but it didn't exactly work out the way I had hoped."

"Maybe I can fix it." Ben suggested. "After that, all three of us can play."

"By play do you mean, that Danny and I play fairly while you cheat by using Upgrade?" Gwen retorted as she downloaded the MMORPG and began to create her character.

Ben didn't even need words to fire back at Gwen. Instead he flashed a mischievous grin and popped up the Omnitrix's faceplate. Gwen groaned as her dweeb of a cousin slammed down on the alien watch and metamorphosed into Upgrade. Once the transformation was done, Upgrade began to swallow up the broken computer with his body. The Galvanic Mechamorph began rearranging the components of the computer with his technologically based liquid metal being.

When Upgrade was done with the modifications (and upgrades; pun intended), he instantly began getting to work on pulling up the DOOMED II program that was previously installed on it and creating his own profile. In the process, he also hacked the system to allow his digital incarnation to have the Omnitrix.

Danny was more or less surprised. He now knew why Ben had introduced this form as Upgrade and kinda saw it coming. It was a bit like how you could expect a ghost called "the Box Ghost" to haunt boxes. However, at the same time, Danny had a similar idea on what to do. He transformed into his ghost and dove into the other computer, leaving Gwen the only one physically left in the room.

The red haired girl's eye twitched. She knew Ben would cheat at a video game since he had done it before. But she didn't expect Danny to do the same thing. It was just irritating and unfair. She exited out of DOOMED on her laptop and closed it.

Just as when Gwen was about to leave, the Fenton Portal opened. Gwen turned around and saw a ghost leaving the portal, one that she had never seen before. This one was a tall, green skinned ghost with sunglasses, a white mullet, and a dark lab coat with combat boots. The malicious grin on his face sold the fact that he was not a friendly visitor.

"I, TECHNUS, AM BACK TO ONCE MORE TAKE OVER ALL THINGS ELECTRONIC AND BEEPING," The ghost shouted. "AND EXACT MY REVENGE ON THAT ANKLE BITTING GHOST CHILD!"

Gwen stared at Technus. This was the ghost that busted out of the computer that Danny tried to trap him in. Now that she thought of it, trapping a proclaimed technopath in a computer probably was not a very smart move. In fact, she could already guess how he got out thanks to Upgrade being one of Ben's alien forms.

The red head shot a glare at Technus as she held a hand up, aimed at the ghost. Technus gave an amused look at Gwen, not taking her threatening body language seriously.

"Well, what do we have here?" Technus mused.

For a second, Gwen had thought Technus had taken interest in her, but that was not the case. Technus completely ignored Gwen and went over to where Upgrade was. He gave a malicious smile as he witnessed Upgrade's abilities over the computer.

"A being that shares the same ingenious abilities over technology I do." Technus continued. "And its literally _living_ technology! All the more better for me! TECHNUS!"

Technus began to cackle over his finding just to find himself getting three different blasts from three different locations. One was a magical blast from Gwen, another was an ectoplasmic ray from Danny (who just got out of the computer), and a positron blast from Upgrade's eye.

"Technus, you seriously need an upgrade!" Danny said as he lunged at Technus. "This build is absolutely terrible!"

"I do?" Technus asked as he flew out of Danny's way. "In that case, I know where I can get one!"

With that, Technus lunged at the computer that Upgrade was melded with. Gwen shouted "LOOK OUT" as Danny tried to beat Technus to the computer that the Galvanic Mechamorph controlled. Upgrade tried to get away, but he wasn't fast enough. Upgrade slid off the computer and fell to the ground with a sickly, ectoplasmic green glow surrounding him. He tried to fight Technus's reign on him, but he couldn't. Upgrade's cries for help began to wither away as Technus solidified his authority over the Omnitrix Wielder.

"BEN!" Gwen cried out.

Gwen reached out her hand as Technus flew away with Upgrade's body. The eleven-year-old girl stared in forlorn at the spot Technus had phased out of the room with Upgrade. Due to her not having complete memory and mastery over all of the spells in her spell book, she wasn't able to do anything to stop this. With all the weapons locked up in the vault, she had no access to the gear she would have needed to chase away the ghost that took her same age cousin.

Danny quickly pulled out his phone and dialed up Sam and Tucker. He told them to get to Fenton Works as fast as they could. They asked why, but their half ghostly friend told them that it would be too hard to explain over the phone. With that, he hung up. Help was on its way, and that put a small bit of relief in both Gwen and Danny's hearts. However, it was not enough to vanquish all worries yet.

.

Ben felt helpless. He absolutely hated feeling helpless and such. No matter how hard he fought against Technus's control over Upgrade, Ben couldn't shake himself free of the technopath's grip. This was one of the most dangerous situations he had ever gotten himself into, and he was the one who could dare himself to stand next to a nuclear reactor that was ready to blow as Heatblast! That was actually saying a lot.

The young boy did not want to think of what Technus could do if he got into the Omnitrix. He was already wreaking havoc enough with Upgrade's body, which was nano biotechnology based! In fact, Ben hoped the Omnitrix would get rid of Technus if that ghost tried anything funny with it.

Ben once more tried to force his consciousness back into control of Upgrade's body. Technus felt this and kicked Ben's mind to the side, making the elven-year-old boy very angry.

"GET OUT OF MY BODY, JERKTECH!" Ben shouted into the black and green ocean that was his possessed mind and body.

The green mist within the dark backdrop swirled until it formed the face of Technus. Technus gave a nasty smile, enjoying Ben's state of helplessness and anger.

"Let me think about it…" Technus trailed off. "NO!"

With that, Technus's dorky evil laugh sounded throughout Ben's subconscious space before disappearing, infuriating the boy. Ben crossed his arms. He wondered how it could possibly get worse. And thinking that brought the last being that he'd ever want to see.

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 _In the Fenton Basement/Lab…_

Sam and Tucker listened to the entire explanation of the situation that was on going. From what Gwen explained about the Omnitrix (from what she knew), there was no time to waste. If Technus could hack into the Omnitrix, there would be no telling what that technopathic ghost would try to do next.

Everyone prepped to deal with Technus. Danny packed at least two thermoses, just in case if Technus got a hold of one or something. Tucker took the Fenton Lipstick Laser, a wrist ray, and three PDAs, two of which were for bait. Knowing Technus, he couldn't resist technology just like Tucker couldn't. It made for a great gambit. Gwen also took a Fenton Wrist Ray. She didn't have time to look for any effective spells with her dweebish cousin's life possibly being at stake. Finally, Sam brought out her own wrist ray and four modified Specter Deflectors and a back-up of both just in case if something were to happen to require the extras.

With everyone all set, they rushed out of the lab, already to get Technus out of Ben.

.

Ben glared at the alien figure in front of him. It was Ghostfreak, the one who had caused approximately the same amount of grief that Vilgax had. The brunette knew that something was up with Ghostfreak since day one in Amity Park, and he was right.

"What do _you_ want?" Ben spat.

"You know what I want already." Ghostfreak hissed.

"In case if you haven't noticed," Ben snarked, "I'm already being controlled by someone else. So you're kinda late."

Ghostfreak's lone, purple eye narrowed. He had no idea if Ben was telling the truth or not, but judging from how ticked off the brat was, it was a possibility. Suddenly, the dorky evil laugh returned to the mindscape with the same obnoxious swirl of ectoplasmic green fog. Ghostfreak's eye followed the smoke to the epicenter of it all to find Technus's smug face.

"That's right, booby!" Technus cackled, making Ghostfreak instantly irritated (mostly due to the painful slang). "And I am not giving him up to some buddy like you!"

"I'd hold your tongue if you know what is good for you." Ghostfreak warned.

"Look around, whippersnapper!" Technus said. "I'm in control! This body is made of the purest technology I have ever laid eyes on! It's a beautiful masterpiece! And I, TECHNUS, will use it the way it was meant to be used and not-"

"WILL YOU JUST SHUT UP?!" Ben and Ghostfreak snapped at the talkative ghost.

Ben looked at Ghostfreak and took a few steps away from the Ectonurite. That was just awkward and flat out surprising. Never before had they seen eye to eye. At this point, Ben was sure that Death Valley was covered in thick blankets of snow and ice right now.

Technus's face dissipated into the clouds of green that it once was, leaving Ben and Ghostfreak alone together. Another situation Ben could live without.

Ghostfreak's eye narrowed as he began to float around in the eerie vastness. It was off putting to watch to say at the least. Ben was really creeped out by the ghost-esque alien's behavior.

"What are you doing Ghostfreak?" Ben asked.

"What do you think, Tennyson?" Ghostfreak rasped.

"I don't know, trying to make my skin crawl?" Ben retorted. "Trying to find a way to kick out Technus out so you can be in control?"

The look Ghostfreak gave Ben sold what the Ectonurite was thinking. And it was most likely the latter of what Ben said.

"Well you can't have my body!" Ben snapped, instinctively grabbing his left wrist (which was bare due to being a mental representation of himself). "And You can't have the Omnitrix either!"

"Your body and the Omnitrix can wait for another day." Ghostfreak said, shooting a glare at Ben before going back to thinking.

Ben frowned, completely confused by what Ghostfreak said. He slowly relaxed his muscles.

"What do you mean by that?" Ben asked. "Aren't those things what you wanted?" Ben then threw up his hand. "Some techfreak took control of Upgrade and imprisoned me in my own mind! Now is your chance to take over my body and get what you wanted! Why aren't you taking it?!"

"Silence you insolent boy!" Ghostfreak snapped, making Ben flinch. "I am aware of that! But that is not my current objective!"

"What?"

"It was my objective back when you arrived in this haunted town. I wanted to lure you into a false sense of security; make you think that my form was safe for you to use and do what Technus just did to you while you were in your human form. With recent circumstances, that plan won't work." Ghostfreak explained. "You now know too much thanks to our little conversation and your persistent questions."

"Why my human form?" Ben asked, highly confused. "And why could Technus take control of Upgrade?"

"The Omnitrix boy!" Ghostfreak said. "Its protective properties against most dangers, including possession by an Ectonurite like myself, are at its peak. Technus could only control you because he is an actual ghost, not an alien. He is from an entirely different plane of existence."

Ben absorbed all of the information Ghostfreak gave him. It was very unsettling. Just knowing that he wasn't entirely protected against possession on two different fronts had him very nervous. He would have to ask Danny if there was anything he could use to prevent unwanted possession later. Right now, he needed to find a way to get out Technus's clutches. So he did the one thing he never thought he would ever do.

"Ghostfreak," Ben began, getting the Ectonurite's attention, "Is there any way out of here?"

.

It wasn't hard to find the possessed Upgrade at all. Thanks to the fact that Technus was creating several parade lines of technology, they didn't even need Danny's ghost sense to help locate the threatening pest. Technus was surrounded in spiraling rings of various electrical equipment, using Upgrade's body to morph them into whatever he desired. The sound of his cackling muffled every foot step that was made by the group. However, it didn't matter. Technus still knew they were there due to how genre savvy he was.

"Don't think of sneaking up on me, TECHNUS!" Technus bellowed. "In case if you four haven't noticed, it only works in movies!"

Sam cursed under her breath and prepped the Specter Deflector around her waist (which Tucker and Gwen did as well).

"Let Ben go now, Tech-no!" Danny said and his hands lit up with ectoplasm.

"Make me, ghost child!" Technus said and morphed a toaster into a gun. With the gun, he began firing at the quartet, making three of them scurrying all over the place. Danny just floated there with a bored look on his face. He crossed his arms as the bullets passed through him.

"Technus, you do realize that I can phase through that?" Danny asked.

"Oh I know." Technus said with a nasty smile. "But your friends can't!"

Technus then fired at Sam. Danny quickly flew towards Sam, turning her intangible, thus protecting her from the bullet. The bad news was, Gwen got hit by it instead.

"GWEN!"

Gwen fell to the ground, clutching her leg as red blood flowed from the wound. She let out a pain filled scream, trying to hold back her tears. Danny encased everyone under an icy, ectoplasmic dome as more bullets zoomed their way. The ghost boy then flew over to Gwen and phased the bullet out of her leg. Sam reached into her backpack and pulled out some medically bandages and wrapped up the wound. When she was done, Danny froze the bandages in place with his ice powers. Hopefully, the ice would last until they could get it properly looked at.

At that moment, the protective dome began to crack from Technus's constant assault on it.

"Guys, ready the wrist rays and the lipstick laser; we all hit him at once!" Danny commanded.

"You got that, dude!" Tucker said and brandished his Fenton Lipstick Tube.

Once the dome fell, the group shot at Technus. Technus was sent flying back from the force behind all four simultaneous rays of ectoplasmic energy. However, it was not enough to knock Technus out of Upgrade. Technus maintained a firm grip on he transformed boy's body.

Tucker, Sam, and Gwen fired their lasers at Technus again as Danny snuck up on Technus from behind. He then plunged his hand into Upgrade's body and attempted to pull the technology ghost out of the Galvanic Mechamorph. Technus instantly reacted and electrocuted Danny.

"You dare to try removing me from this body, ghost child!" Technus seethed. "I will never let you take away this perfect combination of living organism and technology from me!"

Suddenly, a nasty headache surged through Technus's head. Ben was fighting for control once more. This time, there was another conscious fighting with him.

"I thought I suppressed you, you little booby!" Technus shouted as he gripped his head. "No! I will not be forced out! I fried your bacon!"

With one final shriek, Technus was expunged from Upgrade's body. Upgrade immediately turned back into Ben, causing the poor boy to fall over unconscious. Gwen rushed as fast as she could on her injured leg to Ben.

"Ben!" Gwen called out. "Are you okay?"

Ben moaned in response but didn't really do anything else. He was too exhausted and dazed from not only his body being stuck in alien form via ghostly possession, but fighting the possession was exhausting in its own right. Gwen sighed in relief, knowing she wasn't going to get much out of Ben even if he had the energy to say something back.

Danny quickly sucked up Technus before he could try anything else on the group. Technus screamed in protest with threats of revenge as he disappeared into the thermos. Everyone sighed, relieved that the fiasco was finally over.

.

Deep within the Omnitrix, Ghostfreak gave an invisible smirk of victory. Sure, he didn't get Ben's body or the Omnitrix, but he got satisfaction that Technus was no longer possessing the boy. Ben was his to possess, and no one else. He would wait for another opportunity to get the Omnitrix as his plan had already been thwarted before he could even really put it into full action. All he needed was time and the right situation.


	6. Kidnapped

Binas: Dealing with some stress at the moment. I really hope it doesn't dampen the quality. Also, prepare for some more disturbing things…

Now as for what Ghostfreak said about the Omnitrix, in case if anyone is still confused, I believe that there is a form of protection in the Omnitrix that prevents hostile takeover via aliens like Ghostfreak. Why Technus could possess Upgrade was for two reasons, DP ghosts are really, really nasty when it comes to possession in terms of power. Very few were able to eject the ghost that possessed them in DP (like Fun!Danny did in Identity Crisis when Super!Danny overshadowed him). Sure, some can fight it (like Jack when the ghost is going against his wishes), but not all of them can fully regain control. And two, Technus controls technology. Upgrade is practically living technology. Put two and two together. It's a disaster waiting to happen.

Now why didn't Technus try to hack into the Omnitrix? The Omnitrix seems to have a mind of its own from time to time if the mistransformations are anything to go by. Seriously, that watch has a twisted sense of humor that almost always gets me laughing. I am pretty sure of where Technus would go if the watch timed out. That's right, into the watch since Ben would be human and still technically possessing technology. Since I think the watch has some form of artificial intelligence, I assume it would be able to tell when a force like Technus is tampering around with one of Ben's alien forms.

GameGrumps (Guest; Chapter: 5): Glad you love the story so far. Sorry about that, I have a hard time describing things that are so simple. And that is why you probably didn't realize Technus overshadowed Upgrade in the lab. Yeah, that moment was an attempt at trying to be super fancy with descriptions.

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It had been about a week since the shooting incident with Technus. During this time, Ben had become warier of using Upgrade, thinking Technus could pop up at any time and once more use the Galavanic Mechamorph to harm his friends and family again.

On another note, he was thankful Gwen recently mastered a minor healing spell. However, it had some side effects. One of them was the pure exhaustion that hit her from just using it. Another effect was that her own life was slightly shortened thanks to a little thing known as the Hayflick Limit. It took her just reading what the spell did to learn what that cellular mechanism was, which surprised Ben. He had assumed she knew everything, which irritated Gwen considerably. Even she didn't know everything, but she would never admit that little fact.

Thankfully the spell did what it was advertised to do. If it hadn't they would have had to explain why Gwen was bleeding all over the place when they had eventually came home.

So back in the present, Ben was lounging about, wondering what to do on the hot and sticky day that was currently known as Tuesday. The Fenton parents had told the three kids in the house not to go outside due to dangerous heatwave that recently began to plague the small city. They had explained that with the current La Nina in development, the heat probably won't be letting up anytime soon.

Which it just flat out reeked for Ben, Danny, on the other hand, was suspicious of the weather. He was thinking something sinister was behind it despite the low probability behind it. The chances of Vortex returning were pretty much slim to none thanks to the fact he now had a nice little spot in a high security prison (more secure than Walker's) designed for the ghosts who would willingly destroy the Earth for the heck of it. And that was a big no-no in almost every ghost's eyes due to the bond between the Human World and the Ghost Zone.

Ben kicked his sock covered feet on top of the couch as he swiveled his body into an upside down position with a yawn. This action did not satisfy his eleven-year-old boy needs of fun, not one bit.

"So bored!" Ben complained. "I need something to do!"

Ben continued to squirm on the couch, trying to find a way of curbing the curse known as boredom. Much to his dismay, nothing could be found. That was until Jack entered the room. He looked at the young boy with a bit of concern.

"Are you alright there, Benny?" Jacked asked. "Is there a ghost messing with your body?"

"I wish!" Ben stated. "I'm so bored that being possessed actually sounds like fun right now!"

"Fret no longer then!" Jack proclaimed. "I have the cure! Now come on!"

Jack grasped Ben by the wrist, causing the boy to yelp. Filled with excitement the hulking man rushed towards the lab with Ben in tow. Ben hoped Maddie would be there to calm down the human rollercoaster ride. Sadly, she did not pop out. Instead, Jack quickly opened the door and blitzed right in. At the bottom of the stairs, Jack released Ben, allowing the disoriented boy to calm the nausea that the orange man-child caused.

That calmness didn't last for long. Jack spun Ben towards something that had his eyes glimmering with joy. And that something was something that looked like a vertically bisected cylinder shaped vehicle that was hovering in the center of the room.

' _So hover technology did get put to good use._ ' Ben thought. ' _Too bad it was used on a giant soup can!_ '

"This here, cuz, is the Fenton Speeder 2.0!" Jack introduced. "The latest in Ghost Zone exploration technology! Much better than the first model, which will be sadly missed." A tear was shed from the older man. "But enough sentimental talk! You are going to test drive this baby with me!"

' _Man, and I thought infomercials were trying to sell…_ ' Ben thought, blinking at the mini speech Jack gave.

"Come on, boy!" Jack said throwing Ben into the Specter Speeder. "Let's go have some family bonding, in the Ghost Zone!"

Jack got into the driver's seat, bouncing with excitement as he shut the door and began driving towards the portal door. Actually, driving was not the correct term. Speeding was a lot more accurate. Ben clutched to the seat he was sitting in for dear life. He let out a scream of horror while Jack let out a scream of delight.

The Specter Speeder plunged into the Ghost Zone, leaving very little trace of its previous presence except for one. One that anyone who wasn't blind and worked on the invention itself with Jack would notice right off the bat.

At that moment, Maddie walked into the lab with some tools and spare parts in hand. She dropped everything and looked at the location where the Specter Speeder once floated. Her eye twitched in anger.

"JACK FENTON!" Maddie screamed.

.

The speeder raced through the green and black swampy mixture of the Ghost Zone's atmosphere. Ben had finally calmed down, relieved that they didn't crash and die from missing the portal by an actual hare. While that description would give an idioms expert a bit of humor if they liked foul puns, but in this case it was true. Ben knew from Gwen that Jack's driving was too erratic for the proper idiom to fit.

Ben's eyes began to wonder around, trying to peer at the outside dimension. While its coloring did remind him too much of the Technus incident, it was still cool to look at, so it wasn't all that bad. He watched as tiny blobs of ectoplasm swim past his side of the window. It was almost like an aquarium! A spooky, Halloween themed one to boot.

' _Gwen's gonna be so jealous!_ ' Ben mentally gloated.

On the other side, Jack was just as amazed as Ben. It was beautiful despite its chaotic appearance. There were so many fascinating things from the location's appearance. In fact, he saw a bunch of things that he missed from the Pariah Dark incident. This got so distracting that Jack didn't see an upcoming island.

"Look out, Jack!" Ben shouted, spotting the purple floating island.

That was all that Jack needed to snap out of awe. With a clear head again, Jack did a sharp turn, narrowly colliding with the purple island. Both let out a sigh of relief.

"That was a close one…" Jack said.

"You can say that again…" Ben agreed.

"That was a close one…" Jack repeated.

Ben just looked at Jack, unable to find the words needed to tell him that it was just an expression. After a few seconds, Ben went back to taking in the view. He watched as various ghost began to come into view. Some of them looked like octopuses. Others looked like various mammals. Heck, Ben even thought he saw one that looked like a female version of a twelve-year-old Danny, which was weird and really confusing and awkward… He would have to ask about that later. Now wasn't the time, and the Omnitrix bearer didn't exactly have the means to either.

"Well, what do you know?" Jack asked. "Who knew that the Ghost Zone was actually this peaceful despite the chaos? I should open up a resort here! Everyone would just kill to see this place!"

It was a weird idea, but Ben didn't pay any mind. He was still too busy taking in the view of the spectral dimension. True, he had been to some pretty awesome places like Incarcecon, the Null Void, outer space, and Xenon (okay, Xenon wasn't exactly awesome, it was a bit of a nightmare). The Ghost Zone, however, took the cake and refused to share any of it. The only place that could rival in looks was probably the Null Void if the cake had to be shared with one other.

The duo watched as random natural portals opened and closed with grace. Ghosts floated in and out of them without a care quite literally. Heck, they even got to see mounds of ectoplasm come together to form new ghosts, which made Jack let go of the steering wheel to jot down some notes with enthusiasm.

"Oh this is great!" Jack cheered. "Imagine me, Jack Fenton, when I get my Nobel Prize in Ghostology for discovering how ghosts are formed!"

"At least it doesn't involve a bunch of kis-" Ben began just for his eyes to come across two ghosts about to get their rocks off.

Jack quickly shielded Ben's innocent eyes from the kid unfriendly display. No kid who wasn't mature enough to see an R-rated movie should have had to witness such an event.

"Thanks." Ben said. "But who's driving?"

Jack's eyes widened when he realized that the wheel had no driver now. He told Ben to keep his eyes shut and went back to the wheel. Jack tried to avoid an incoming mass of purple rocks and mud, however it was not meant to be. They were going to crashing into the ectoplasmic infused soil and rocks that had come from the human world.

Because of this inevitable outcome, Ben acted impulsively. He did not care if Jack knew about the watch at this point. All that mattered was that Ben could save him and he was not going to sit around and do nothing. The lives of others were more important than keeping an object as powerful as the Omnitrix a secret. This even meant if he had to deal with the negative consequences like a scolding from Gwen.

Ben quickly dialed up a random alien the Omnitrix and slammed down on it. At that moment, his left limb began to grow. After that, the rest of his upper body followed the same suit causing him to become top heavy. This was then followed up with yellow plates emerging from his back, arms, and now clawed hands.

With the transformation into Cannonbolt completed, the Omnitrix bearer grabbed Jack and curled up into a ball, protecting them both from the blast radius. The shockwave from the explosion slung the curled up Arburian Pelarota into the distance. The transformed boy ricocheted off of the ectoplasmic infused pieces floating around in the area, leaving dents and cracks from each and every impact. Eventually, Cannonbolt lost some momentum and unrolled on a fairly large chunk of land, releasing Jack in the processes. After shaking away the dizziness, Jack looked at Cannonbolt, causing the boy to sheepishly wave.

.

Back in the Fenton Lab…

Maddie rushed around the lab, trying to quickly put together a device that would help her not only travel through the Ghost Zone, but also drag Jack and the Specter Speeder back. All of the ruckus she made just trying to find the parts with the best chances of helping her fulfill her goal wound up drawing attention from upstairs.

"Mom, what the heck is going on?" Danny asked as he entered the lab. "And where's the Speeder?"

"Jack took the Specter Speeder out for a test drive without letting me know!" Maddie said as she blow torched a mass of scraps. "I'm going to go after him."

"Okay." Danny said, not very surprised. "Do you know where he went?"

"According to the software we installed in the Speeder and on our research computer," Maddie began, "Your father decided to go into the Ghost Zone. And that's not even the half of it. He also took Ben with him. The nerve of that man!"

That caught Danny's attention. Of all the ridiculous and poorly thought out things Jack has done, this had to be number one. There was no way his dad would know how to get back if he went too far. While Ben could protect him, that protection would not last long. At the same time, he was assuming Ben would not want to reveal to the man child of the Fenton household the Omnitrix. He had a feeling Jack would just beg to play with it and try to reverse engineer it to make a ghost fighting weapon. How it would work, Danny assumed it would make the wearer a temporary ghost or something like that (which in a way had "everything would go absolutely wrong" written all over it).

"Are you sure you know the way?" Danny asked and immediately added on, "I mean, what if you get lost in that place?"

Maddie turned to face her son. She gave him a big hug; which Danny did not refuse.

"Honey, I will find your father and Ben." Maddie said as she let go. "You don't need to worry about anything."

With that, Maddie put on the finished product of her jury rigged device. It took the form of a miniature, glider-esque jetpack that had the fuel cells located in the pack shaped component that connected the wings that jutted out from each side. On the outer part of the faux wings were tiny rockets meant for propelling the jetpack forward. Since there was no time to implement any form of controller for precision flying, the jetpack would have to rely on body movement and weight distribution for control and direction.

Maddie began to walk to the portal, determined to drag Jack and Ben back to the human plane. Just ten steps away from the portal, she began to feel a cold, tingly swish pass right through her. A few seconds after it passed, the pack's weight mysteriously disappeared from her back. She turned around and gasped. She spotted the pack in Danny's hands. While yes, it was surprising, it was how Danny's hands looked that she was more focused on. His hands were translucent and surrounded with a bluish-green glow. The look on Danny's told her that he had not expected her to notice the disappearing jetpack that quickly. He had intended her to notice after he turned off his intangibility.

"Danny?!"

"Uh… I can explain?" Danny sort of asked as he dropped the surprisingly durable jury rigged jetpack on the ground.

"You better right now, mister." Maddie demanded sternly. "I want the truth right now. No more lies, and no more secrets."

Danny looked down, shame painted very vividly on his visage. Maddie didn't really like seeing this look on her children's faces. It was always heart wrenching.

"Danny," Maddie said, coming closer to Danny, making him very uncomfortable, "Please just tell me. I love you, and I always will. I just want to know what happened to you."

Danny's heart pounded in the back of his head. Cold sweat ran down his spine. He wanted to spill the whole truth. He knew his mother would accept him. She had done it officially twice already. Once during the reality gauntlet incident and again in the alternate timeline where his dad got Ecto-Acne instead of the fruitloop. However, in the back of his mind, he felt his subconscious tell him that it was all over and that he was now dead and had no way to escape whatever horrors that his imagination cooked up. His anxiety skyrocketed to the point Maddie saw it instantly and began comforting him. This shocked Danny. He knew she saw his hands intangible and there was no way that he had any doubt about that fact. Was she really just asking about what caused him to have his powers rather than asking what he had become?

"It's okay Danny." Maddie said. "You don't have to tell me this very minute, but I do expect an explanation after this is all over."

With that, Maddie picked up the forgotten jetpack and put it back on. With no hesitation, she jumped into the Ghost Portal, leaving Danny wondering what he should do now. His plan of jumping into the Ghost Zone with his mother's jury rigged jetpack failed. He could go in and drag his dad back in his ghost form, but that was about as good of an idea as wearing faulty fireproof pants that were on fire. It unfortunately became one of the two only ideas he could muster. He could just hope that he didn't get an ecto-gun to the face again.

.

"It's my birthday! I knew that watch was the Omnitrix!" Jack shouted and began doing a really embarrassing victory dance. "If only I could have Mads join in on the bet! I would be swimming in fudge right now!"

The look on Cannonbolt's face was absolutely priceless. It was as if he just watched a really bad twist in a really bad movie. First of all, there were some many things wrong with what his eyes were being subjected to. Secondly…

"How did you know?" Cannonbolt asked.

"How did I know?" Jack asked with a goofy grin. "My parents were Plumbers back in the day! They helped fuel my passion for ghost hunting during the war against many of the universe's worst nightmares. And said war was the reason why I was forced to live in a log cabin and eat horse meat, unfortunately."

That actually made his suspicious question about Vilgax make sense. At the same time, it made Cannonbolt realize that the "good enough for me" bit was just a distraction and make Jack seem like he was oblivious to what they were talking about that day. How could he not see that? Heck, how could Gwen, Miss Know-it-All not suspect anything? Was it because of the personified form of eccentricity that was known by the name of Jack Fenton? Who knew Jack was a really good actor?

Jack's train of thought diverted itself away from Cannonbolt and went to the Specter Speeder. He gave a sad look towards it. So much hard work was poured into making this one better than the first version. And now, it was totaled and was almost completely unsalvageable.

Cannonbolt could have fixed the problem if he had turned into Upgrade, but he would have to wait quite a while. At the same time, he did not want to risk Technus being within a fifty-foot radius of the Omnitrix.

"Looks like we're stuck here." Jack said. "That is unless you have anything that can fly."

"I do, but it will be a bit before the watch decides to time out." Cannonbolt said. "And that is assuming that the Omnitrix doesn't want to mess with us."

"Then I guess we will be holding our own until then." Jack said and pulled out an ecto-gun and began patrolling the floating rock for any sign of trouble. "Those spooks better not get any funny ideas."

Just as Jack said that, a mist began to surround the two. Their eyelids began to burn from the fumes that slipped all around them. The minute Jack closed his eyes, he fell to the ground with a heavy thump. Cannonbolt tried to keep his eyes open, but as every second passed, it became harder and harder to keep them open.

"No. I won't shut my eyes!"

"You will soon." A slick, deep voice chuckled darkly.

With that, something smashed into the back of Cannonbolt's head, causing him to reflexively to close his eyes due to the impact. After that, Cannonbolt knew no more.

.

Maddie flew through the Ghost Zone, holding an ecto-pistol close. The vigilance she held was very potent. Potent enough to leak through her eyes in the form of a focused gaze. She couldn't let any distractions get to her. One slightest distraction could get her lost within the ever shifting world around her.

"Oh Jack and Ben, where are you two?" Maddie muttered to herself.

She continued forward, keeping her guard up. There was no room for any form of error. Her motherly instinct continued to override the inner scientist within. She wouldn't give in to her temptations of collecting samples from the ghostly plants waving about in the green and black void.

Eventually, Maddie found where the Specter Speeder's signal was last picked up. What she saw devastated her. Shouting out Jack and Ben's names, she quickly landed next to the run down Speeder and began to frantically search it. The good news was that they were not inside the wreckage. The bad news: she had no idea where they were.

Anything could have happened to them by now. For all she knew, they could have been held hostage somewhere. Or worse: They could have plummeted to their deaths. While the latter was an uncertain one due to the fact she had no idea how humans interact with the Ghost Zone, but it was still a very real possibility that Earthian physics could apply here. She was not going to risk anything.

"Well, well," a voice said, "What do we have here?"

Maddie turned around, her guard and vigilance back on full force. Before her was a very familiar face. A face that sickened her more than Vlad Master's face. It was the Wisconsin Ghost's face. She snarled a bit and fired at the ghost's face. In reaction, the ghost merely deflected it off to the side, infuriating Maddie even more.

"Leave me alone you piece of ectoplasmic scum!" Maddie snapped. "I have something very important I need to take care of!"

"Me? Leaving you alone?" the Wisconsin Ghost laughed as he smirked seductively. "That's rich! After all, what could be more important than me?"

"Why should I tell you?!" Maddie yelled defiantly. "I don't associate with ghosts who think it is a good idea to threaten my family's lives!"

The Wisconsin Ghost grabbed Maddie's armed arm and threw the ecto-pistol into the distance. Maddie began to fight the ghost's powerful grip, but found it incredibly difficult.

"Let go of me you monster!" Maddie shouted as she tried to pry the invading ghost's hands off.

"No, I don't think I will." The Wisconsin Ghost said devilishly.

With that, the ghost began to take off with his prey when something singed his hands, forcing him to let go of Maddie (who landed on a floating island). He turned around and looked very puzzled. Of all things that could have happened, this was the most confusing, weirdest, stupidest stunts that anyone could ever pull if they wanted to keep a secret.

"Really Daniel?" the Wisconsin Ghost asked. "Of all the hare brained things that you could have done, _this_ is what you chose to do?"

Right before the Wisconsin Ghost and Maddie was Danny Fenton, standing on a floating rock with his right hand surrounded by a green glow. Danny's glare was pointed at the ghost who had attempted to kidnap his mother. Maddie was stunned that her baby boy, the one who was awkward and a bit shy from time to time actually risked his life to come into the Ghost Zone. While she was a bit curious on the extent of his powers, it just couldn't compare to the interest that was sparked by his sudden development in courage. Inside she was really proud of him.

"Unbelievable!" the ghost exasperated. "I don't know if you being around your idiot of a father caused you to do something so reckless or not, but whatever it-"

Danny had shot yet another blast at the ghost, effectively shutting him up. The black haired teen leaped off the island he was standing on and landed on the island his mother was on.

"You okay mom?" Danny asked.

"I'm fine." Maddie said.

"We need to find dad and Ben and get out of here."

"You two will not be going anywhere!" the Wisconsin Ghost sneered and threw a silver ball at them.

The silver ball began releasing a pink gas cloud around the mother and son. Their eyes began to sting from the harsh fumes. The more they tried to close their eyes, the more they wanted to go to sleep. As they fought to maintain consciousness, Danny grabbed his mom and jumped out of the pink fog. The two began to cough, their lungs begging for fresh air. However, jumping out of the fog did not undo its effects. They were still fighting to stay awake and resisting sleep still made their eyes burn. Eventually the pain became too much for the both of them and they gave into their desire to sleep. The last thing they heard was the Wisconsin Ghost's evil laugh.

.

Danny moaned as he begun to wake up. Everything was so mixed up and disorienting. He tried to move, but found himself unable to. He had no idea if it was because of Vlad or the fact his body didn't want to move, but either way, it was a bad thing.

He forced his eyes open a bit and tried to look around. All he saw were green blobs floating around him and an oxygen mask on his face. He lifted a hand forward, but found movement slow and a bit tedious due to the thickness of the liquid he was stuck in. It was like he was swimming in molasses! When his arm was fully extended, he felt glass. That was when he realized he was stuck in a tube full of ectoplasm. He tried to turn intangible, but found himself unable to. His powers were short circuited. Danny balled up his fists and began pounding on the glass as best as he could. Due to the slowness of his banging and thickness of the ectoplasm, he was unable to tell if he made a decent sound.

' _VLAD!_ ' Danny screamed in his head. ' _He's gonna pay for this!_ '

Thinking of the devil, Vlad (in his ghost form) appeared before Danny's containment tube with a sadistic smirk. He began to say something, but Danny couldn't hear him. Because of this, Vlad continued to ramble on, rubbing whatever he was talking about in the ghost boy's face. It was as if Vlad was talking to him as if he were deaf! This made Danny want to punch Vlad's lights out very badly.

Eventually, Vlad left the tube that Danny occupied. The boy wondered what the older hybrid was up to until he came back. What he held enraged Danny. Vlad was holding an unconscious Ben.

' _I should have known Vlad would take advantage them getting lost in the Ghost Zone!_ ' Danny thought angrily.

"LET HIM GO, VLAD!" Danny shouted at the top of his lungs.

Vlad however, didn't hear Danny. Instead, he kept waving Ben in front of Danny as if he were teasing a tied down, angry German Shepherd with a piece of meat. Needless to say, it was downright insulting and rage inducing to the point Danny's eyes would have been glowing an intense green if his powers were still active.

Satisfied with what he had accomplished, Vlad dropped Ben on the ground callously and laughed as flew away. Danny shuddered with fury. Vlad was really pushing it this time. There was no doubt about it.

' _When my powers are active again, you're gonna be in for it big time!_ '

.

Vlad finally had what he wanted. He had his beloved Maddie with him. He had Daniel out of his hair for the time being. Jack was currently locked away in his lab for the purpose of making him suffer a bit before killed him off. And as a bonus, he had that little shape shifting eleven-year-old and the technology that followed him. Yup, everything was going as planned.

The crazed fruitloop approached a machine that was still reading "Please insert spit and hair sample to continue". This was intended to create a perfect clone of Danny yet again, but at the same time, there were still many, many issues with that plan. He needed a DNA sample from the boy at the right moment during transformation. Knowing how that went last time, needless to say, he needed several work arounds.

Which lead to his recent idea. Creating a completely human clone of Daniel. It was farfetched, but the idea seemed very sound. There would be no worrying about melting or fetching extra DNA to keep the clone permanently stable. All that would be needed to do would be teaching the child how to use his powers, what he exactly wanted to do in the first place with Danny.

Until recently, he had no means of making a perfectly human clone. Thanks to whoever fought Daniel, he now had the technological means to make it possible. With the wreckage of the homemade invention of miss-matched household items, he was able to reverse engineer the device and created one that would complete the job. Unfortunately, the only thing he couldn't replicate was the mind control and multi-use factor of it. Meaning, it was a one shot device that allowed the victim to keep his/her/its mind and will. It was saddening, but it would still get part one of his goal completed. After all, he had the gift of a silver tongue.

The second issue was making the clone a human-ghost hybrid. That was where a second invention came in. Once more, it was also a one-shot due to being an off-cast of the original invention that he had found.

Aside from his cloning project, making Maddie his "wife" (illegally), having Jack and Daniel locked away, there was something else he was a bit curious about: the brunette boy's power to transform into various unearthly creatures. It was something that fascinated Vlad a bit. From what he knew, the watch that was glued to his wrist gave him this power. He had tried removing the watch via intangibility so he could study it, but wound up getting a nasty electrocution from the watch. It was as if the watch chose the boy and actually refused to be removed, signaling that it could have a mind of its own. It frustrated Vlad, but in the end he didn't really care. As long as the boy did not interfere with anything, he would be alright with letting the boy lose into the Ghost Zone for any ghost to randomly pick up. For all he cared, the boy could find comfort in Walker's jail with a cell right next to Skulker (who had recently got thrown back into said prison).

Vlad pulled out hair and spit samples that belonged to Danny and set them on the table. With his first new invention, the Plasmius Humanius, he blasted the samples. As the invention powered down permanently, the samples glowed for about a second. After they stopped glowing, Vlad exampled the samples and gave a fanged smirk. The DNA samples were now fully human and were ready for step two.

Without wasting a second, the ghostly fruitloop flew into the next room and inserted the DNA into the cloning machine. He hastily flew to the control panel and began the process. His eyes lit up with evil glee as the machine rapidly created a human clone of Daniel. In fact, it didn't take very long for him to be completed. As soon as his human body was constructed to a point where he could fully function independently without medical assistance, phase three began. A laser inside the machine emerged and bombarded the newly created boy with DNA altering ectoplasm. A shriek could be heard from inside the chamber, which would have been off putting to a casual viewer. For Vlad, it caused him to smile. Not because that his creation was in pain; it was because he knew that his creation was alive and not defective like how his very first clone was (which was discovered to be Anencephalic as it melted away much to Vlad's horror). Sure, that still sounded pretty sadistic, but Vlad was officially crazy and probably developing other mental issues without the help of a therapist.

Soon, fog emerged from the chamber. A silhouette of a young boy emerged, sending Vlad happy thoughts. What came next, stunned him.

It was a toddler...

.

Maddie jerked her body, trying to get herself unchained from the plush, expensive bed that she was shackled to. While she was out, the ghost that kidnapped her and her son had taken off her HAZMAT suit and replaced it with a skimpy purple dress with golden accents. Needless to say, it was an absolutely disgusting move. She shuddered at the possible other things that the ghost probably did to her.

Only two thoughts raced through her head. One of which was making the Wisconsin Ghost her personal Public Enemy Number One. Danny Phantom, never stooped this low, and she was thankful for that. However, that didn't mean that the ghost kid was off the hook for the other things he did like nearly ruining everyone's Christmas cheer.

Her second thought was merely prayers for the safety of the rest of her family. She had no idea where Jack, Ben, and Danny were, but she desperately hoped that they didn't end up in similar or worse situations than she did.

"HELP!" Maddie screamed, hoping someone would hear her.

Moments passed with no feedback, causing her heart to sink. She hated the feelings and emotions that rushed through her. However, she wasn't gonna channel them into things like depression. No, she wasn't going to be the stereotypical rape victim. She was going to do whatever she could to fight back, even if it meant she had to die trying. She was a Fenton, and Fentons don't lose hope, courage, or get sad and mopey when things got rough.

Once more she began jerking and struggling her hand towards her hair. She felt around her scalp, searching for something. She then felt something metallic brush against her finger tips, making her smirk. She twisted her wrist, pulling the bobbing pin out of her light brown locks and maneuvered it over one of the shackles. She slowly inserted it and began jiggling it around until she heard a click. She raised up her free hand and began working on all of the other metal cuffs.

Once she was free, she peeked out the door, looking for signs of the nasty ghost to the best of her ability. She then snuck out of the room, as quietly and quickly as possible. She needed to find her weapons and her family fast.

.

"Uuhhh… What happened to me?" Ben muttered as he began to wake up.

Ben looked around, squinting his eyes as he tried to see in the dark. During his glancing he saw something catch his eyes. It was a large tube filled with glowing ectoplasmic goo. He rushed towards it with curiosity.

"What is this thing?"

Ben put a hand on the tube, wiping off some of the condensation that was collecting on the glass. Not resisting his childish urges, he then began tapping the glass with a mischievous smirk. Suddenly, something smacked the glass from the other side, Making Ben jump back a bit. When he got a better look at what startled him, he gasped. It was his cousin Danny.

"Danny?!" Ben asked. "What are you doing in there?"

Danny began to say something but Ben couldn't hear him. Realizing that this was a problem, he backed away a bit and popped up the dial on the Omnitrix. He began twisting it until the dial landed on Four Arms. Satisfied with his selection, he slammed down on the dial. When the transformation was done, he wasn't Four Arms. He was Ghostfreak, again.

"Aw man!" Ghostfreak moaned with a face palm. "Not the sociopathic Ghostfreak again!"

Danny began wildly gesturing. This mostly involved him banging on the inner walls of his containment unit and inaudible shouting.

"Right." Ghostfreak said, getting back to main reason why he used the watch in the first place. "I can worry about this in a few seconds. We need to get you out of that thing."

Turning his hand intangible, Ghostfreak reached into the containment unit and spread his power to Danny, allowing him to pull out the teenage halfa. Once Danny was free, he fell to the floor, dizzy from his indefinite time floating in ectoplasm.

"You okay?" Ghostfreak asked.

"I think so." Danny said and began to see if he could use his powers now only to find that he couldn't. "Great, my powers are still short circuited."

"Danny, do you have any idea where we are?" Ghostfreak asked.

"In Plasmius's lab." Danny responded as he began to get up. "He's my archenemy and I am so going to get him for this."

"How bad is this Vlad guy?" Ghostfreak asked.

"Here's the short version: he is a crazed up fruitloop who wants to marry my mom, kill my dad, used to want me as his little evil son, and I have no idea what he wants with Jazz." Danny said, getting a more repulsed look as he went on.

"Ew…" Ghostfreak muttered, trying to get the thought of some random guy trying to marry someone else's mother out of his head.

"Yeah, I know, him being after my mom is disgusting," Danny began, "But we really need to find my parents and get out of this looney bin."

"You won't be going anywhere, Daniel!"

The two young boys turned around and found Plasmius. He was very peeved at the sight he saw to the point he had a pink glow around his right hand.

"I have worked far too hard, more than I should have, just to get what I wanted." Plasmius said sternly. "I will NOT be letting you go anywhere."

"I thought you stopped wanting me as your son when you started trying to clone me?" Danny asked with his voice filled with venom.

Plasmius picked up Danny by the neck and brought him close in a creepy manner. Danny wanted to get away from but found himself lacking the physical strength to do so. At the same time, he couldn't feel his ghostly half anywhere in him, so there was no use in trying to turn intangible. Ghostfreak tried to help Danny but found himself on the other side of a pink bubble shield made of ectoplasmic energy.

"True, but after how many times I have failed to perfectly replicate your unique DNA," Plasmius began, "I just now realized if I ever want a half ghost son, I will have to try even harder to make you such."

"Forget it!" Danny squirmed. "You still know my answer is no! And you knowing that you suck at cloning doesn't change it!"

"True, but I have leverage boy." Plasmius said. "How about a deal? I let that changeling boy go free in exchange for your obedience."

"Um, that boy you're talking about is right here!" Ghostfreak shouted as he began trying to manifest the purple energy that he had seen the real Ghostfreak do. After some struggling he got it and glared at Plasmius with his one eye. "And he is not gonna let you offer his cousin such a horrible choice!"

The Ectonurite thrusted his clawed handed forward, shooting a blast of purple energy at the pink bubble. The shield didn't break thought, instead the blast ricocheted off the bubble and blasted a human-sized hole in the ceiling. Plasmius and Danny looked at it, not expecting that. While Danny knew that once his powers came back there would be an exit that they could use, Plasmius on the other hand was very ticked off about this little incident.

"Well then, Ghostfreak." Plasmius sneered. "If you want to be able to leave, I suggest you do at this minute before I let Daniel suffer."

"Dude, you need better one liners!" Danny shouted and bit Plasmius's hand.

"OUCH! You little brat!" Plasmius shouted as he accidentally dropped Danny.

Danny fell to the bottom of the bubble shield. Once more he tried reaching for his powers but found himself unable to fully grasp them. All he could do was gather ecto energy in his hands for a second before it would fizzle out.

"Great, your powers decide to come back now." Plasmius growled as he made the shield dissipate. "I will have to fix that."

Danny fell to floor in a squatting position. At this exact moment, Ghostfreak lunged at Plasmius. Plasmius moved out of the way and began going toward were he kept the Plasmius Maximus. The Ectonurite charged up another energy blast and shot it at the evil vampire ghost equivalent of a Chinese knock off. This sent Plasmius to the ground. Before he could get up, he felt something smack him in the back of the head. It was Danny's shoe. He looked up and saw Danny sprinting as fast as he could as his human form would let him to where the Plasmius Maximus laid on one of the many counters. Plasmius snarled and began to fly towards the device, hoping to reach it before Danny could.

Ghostfreak didn't let this happen though. Instead Plasmius found himself in Ghostfreak's grasp. He tried to phase out of it, but the Ectonurite wouldn't let him. Deciding not have any of this, Plasmius unleashed a wave of ectoplasmic electricity, shocking the Omnitrix wielder. Ghostfreak dropped Plasmius. The evil, older ghost began going towards the Plasmius Maximus again just to find it in the hands of Danny. Danny glared at Plasmius, with intent to shock Plasmius with it. Plasmius stopped dead in his aerial tracks, not wanting to get touched by his own invention. However, this was a very bad move. Plasmius then felt something slimy grasp him. When he looked down, he saw black and green tendrils snaking themselves around his body, making him grimace in disgust.

Danny began approaching Plasmius, fire burning in his eyes as he pressed the button on the side. The Plasmius Maximus began sparkling to life, ready to disable the ghostly powers of any halfa it touched.

At that moment, Maddie entered the room and saw the kidnapper trapped in Ghostfreak's tendrils. Danny was unaware of her arrival, despite Ghostfreak and Plasmius trying to get him to notice (Ghostfreak because it was good news, and Plasmius because of their deal about revealing who they were). Instead, Danny plunged the forked end of the Plasmius Maximus in Plasmius's side, electrocuting him. Ghostfreak quickly removed his tendrils, not wanting to be fried.

Black rings formed around Plasmius's waist and split, forcing him into his middle aged, human form. Ben was surprised by this, but no one was as shocked as Maddie was. She stood behind Danny frozen and silent. Horror, anger, betrayal, distrust, all of these emotions raced through her.

Danny turned around and saw his petrified mother. He then looked at the human form of Plasmius known as Vlad Masters and put two and two together. While that wasn't his intention, it was still a good enough punishment after what the despicable older hybrid did to his family.

"Um… Please tell me you didn't see anything, my sweet Madeline?" Vlad said sheepishly.

"Oh I saw everything you lying piece of cheese! I thought you were Jack and I's friend!" Maddie spat. "You kidnapped me, my son, AND my cousin, you possessed my husband, you make me look a Play Boy Model, and you have the guile to call me your sweet Madeline?! You're despicable and you are no longer any friend of mine!"

With that, Maddie punched Vlad right in the temporal region of his head, knocking him out. She began panting as her rage began to cool down to a less violent state. She faced Ghostfreak and Danny, who were just staring at the sight, looking like a pair of deer in front of a pair of headlights. At that moment, the green hourglass symbol on Ghostfreak's chest began to flash red, leaving Ben in his place, looking just as shocked as Ghostfreak was.

Maddie blinked, shocked by this as well. However, with the recent development with Vlad, she didn't really care. All that matter was that she find Jack and hope that he was okay.

"Danny, Ben make sure Vlad doesn't wake up." Maddie said darkly. "I'm going to go look for Jack."

With that, Maddie disappeared, leaving the two boys with an unconscious Vlad Masters.


End file.
